ACCO BRANDS: Will Prepay $25 Million of Senior Secured Term Loan----------------------------------------------------------------ACCO Brands Corporation (NYSE:ABD) will prepay $25 million of debt before the end of the month.

"Our ability to prepay additional debt is a reflection of our strong cash position," said Neal V. Fenwick, Executive Vice President and Chief Financial Officer. "We began 2006 with more than $90 million in cash, allowing us to prepay $24 million of debt in January and an additional $25 million this month. We now have greater visibility on the timing of cash restructuring and integration charges relating to the former ACCO World and General Binding Corporation office products businesses, and we are confident that our cash position will remain robust throughout 2006."

Specifically, the company will pay down $25 million of its U.S. Dollar Senior Secured Term Loan Credit Facility before the end of the month. After making this payment, the company will have reduced the principal amount outstanding under its senior secured credit facilities by $55 million from the $600 million outstanding at the time they were originated.

"Because our businesses are strong generators of cash, we intend to increase shareholder value when opportunities present themselves by improving our balance sheet and making investments in integration, product innovation and strategic positioning of our businesses," Mr. Fenwick continued. "We believe that the opportunity to retire a portion of our debt is an excellent use of our currently available cash."

About ACCO Brands Corporation

Headquartered in Lincolnshire, Illinois, ACCO Brands Corporation -- http://www.acco.com/-- is a world leader in branded office products, with annual revenues of nearly $2 billion. Its industry-leading brands include Day-Timer(R), Swingline(R), Kensington(R), Quartet(R), GBC(R), Rexel(R), and Wilson Jones(R), among others. Under the GBC brand, the company is also a leader in the professional print finishing market.

* * *

As reported in the Troubled Company Reporter on Feb. 24, 2006, Standard & Poor's Ratings Services revised its outlook on officeproducts manufacturer ACCO Brands Corp. to negative from stable.

At the same time, Standard & Poor's affirmed all its outstandingratings on the Lincolnshire, Illinois-based company, including its'BB-' corporate credit rating. Total debt outstanding atDec. 31, 2005, was about $942 million.

The outlook revision follows ACCO's weaker-than-expected operatingperformance for its fiscal year ended December 2005 and itsrevised guidance for fiscal 2006.

The Loan matures on June 1, 2006, bears an annual interest rate of 10%, is secured by a lien on all assets of the Company and its subsidiary, and is senior to all other Company debt.

The Company will use utilize the net proceeds from the Loan to continue funding product development and licensing activities relating to OxyADF(TM) tablets and other product candidates utilizing its Aversion(R) Technology. The Loan permits the funding of additional cash amounts subject to agreement by the Company and the Bridge Lenders. No assurance can be given, however, that any additional funding will be advanced to the Company under the terms of the Loan.

Cash Reserves Update

The Company estimates that its current cash reserves, including the net proceeds from the Loan, will fund product development and licensing activities through mid-May, 2006. To continue operating thereafter, the Company must raise additional financing or enter into appropriate collaboration agreements with third parties providing for cash payments to the Company. No assurance can be given that the Company will be successful in obtaining any such financing or in securing collaborative agreements with third parties on acceptable terms, if at all, or if secured, that such financing or collaborative agreements will provide for payments to the Company sufficient to continue funding operations. In the absence of such financing or third-party collaborative agreements, the Company will be required to scale back or terminate operations and/or seek protection under applicable bankruptcy laws.

About Acura Pharmaceuticals

Headquartered in Palatine, Illinois, Acura Pharmaceuticals, Inc.-- http://www.acurapharm.com/-- is a specialty pharmaceutical company engaged in research, development and manufacture ofinnovative and proprietary abuse deterrent, abuse resistant andtamper resistant formulations intended for use in orallyadministered opioid-containing prescription analgesic products.Acura is actively collaborating with contract researchorganizations for laboratory and clinical evaluation and testingof product candidates formulated with its Aversion(R) Technology.

* * *

Continuing Losses

As reported in the Troubled Company Reporter on Mar. 1, 2006,Acura Pharmaceuticals, Inc., incurred a net loss of $7.1 millionfor the quarter ending Dec. 31, 2005, compared to a net loss of$2.1 million for the same period in 2004.

In the absence of new financing or third-party collaborativeagreements, Acura has said in regulatory filings, the Company believes that it will be required to scale back or terminate operations or seek protection under applicable bankruptcy laws.

The ratings reflect Advanstar's high leverage, its negative free cash flow generation, management's continuing acquisitiveness and the vulnerability of its debtholders to the cross default provisions of its parent's debt.

The change in rating outlook to stable largely reflects the company's decision that it will continue to invest in the growth of its business and execute its current strategy, while currently refraining from pursuing a sale of the business.

Ratings recognize the predictability of Advanstar's sales, and the growth prospects presented by recent acquisitions and new product launches. However, Moody's estimates that free cash flow will continue to be negative due to the increase in cash interest expense, as the 15% holdco notes turn cash pay in April 2006.

The company's debt covenants are cross defaulted to those of its parent's -- Advanstar Inc. -- unrated discount notes. Advanstar Inc., relies upon dividends from Advanstar Communications in order to service its interest expense. However, the restricted payments provisions under Advanstar Communications' debt preclude dividends if debt to EBITDA exceeds 6.0 times, or if its restricted payments basket is depleted.

At the end of December 2005, Moody's estimates that Advanstar reported total debt of approximately $635 million, or about 8.7 times consolidated EBITDA. After employing Moody's global standard adjustments, leverage is estimated at 8.3 times.

The B2 rating on the proposed $75 million senior secured first lien revolving credit facility reflects the facility's seniority to approximately $619 million in junior ranked consolidated debt. Management has indicated that, when finalized, the amended and restated credit agreement will eliminate the current 1.0:1 fixed charge maintenance test and replace it with a new 6.0:1 leverage incurrence test. Moody's ratings are subject to a review of final documentation.

Headquartered in New York City, Advanstar Communications, Inc., is a leading provider of integrated marketing solutions for the Fashion, Life Sciences and Powersports industries. For fiscal 2005, the company recorded sales of $289 million.

The ratings on these new issues are rated 'B', with a '2' recovery rating, indicating Standard & Poor's expectation of substantial recovery of principal in the event of a default (80%-100%).

Aearo also issued a $150 million, 7.5-year senior secured (second-lien) term loan that has been assigned a 'CCC+' rating and a '5' recovery rating, indicating Standard & Poor's expectation that the debtholders would recover a negligible amount of principal (0-25%) in the event of default, only after the first-lien holdings were recovered.

The company had sales of $430 million for the 12 months ended December 2005. It manufactures and sells safety products in more than 70 countries under well-known brand names. It also makes a wide array of energy-absorbing materials incorporated into other manufacturers' products to control noise, vibration, and shock.

"The ratings on Aearo Technologies reflects its weak business risk profile in a fragmented industry, its heavy debt burden, and its aggressive financial policy," said Standard & Poor's credit analyst John R. Sico. "However, the company holds good niche positions within this large industry. Though the business is highly fragmented, Aearo maintains good geographic, product, and customer diversity; has stable earnings; and generates relatively good free cash flow."

Despite the competitive nature of the industry, Aearo has been able to stabilize earnings and generate positive free cash flow because it produces good margins and benefits from limited working and fixed-capital needs, advantages that reduce its exposure to business cyclicality. Furthermore, a significant portion of its revenues stem from consumable products. Aearo also benefits from stable demand because of government and industry regulations requiring safety equipment.

Part of the demand for the company's products is tied to manufacturing employment, which has been flat, especially in the U.S.; however, the company also sells through the consumer, construction, and military markets. The economy is currently improving, and Aearo's sales in the fiscal year ended September 2005 rose more than 15% from the year earlier, almost entirely from internal growth.

ALLIANCE ATLANTIS: Earns $24.8 Million in Fourth Quarter of 2005----------------------------------------------------------------Alliance Atlantis Communications Inc., reported $84.2 million inbroadcasting revenue for the fourth quarter of 2005, an increase of 16% compared to the same period last year.

For the full year 2005, Alliance Atlantis recorded broadcasting revenue of $283.4 million representing an increase of 15% over the prior year driven by gains in advertising and subscriber revenue.

The Company's operating earnings for the quarter were $40.5 million compared to an operating loss of $10.4 million for the prior year's period, while for the full year, its operating earnings were $124.2 million compared to $9.8 million of the prior year.

For the quarter, the Company's net earnings were $24.8 million compared to net earnings of $9.6 million for the prior year's period. The increase, the Company notes, reflects a $1.4 million foreign exchange loss during the current quarter compared to a $15.8 million gain in the same period last year.

According to the Company, the losses in the current year are primarily unrealized and are related to the long-term investment in foreign operations held by its Motion Picture Distribution business, partly offset by unrealized gains as a result of the unhedged portion on its long-term U.S. dollar denominated debt.

The Company's net earnings for the year were $70.9 million compared to $29.7 million last year. The increase reflects an $8.1 million foreign exchange loss in the current year compared to a $22.4 million gain in the prior year, the Company says.

Liquidity

The Company's free cash flow for the fourth quarter and full year 2005 were $63.6 million and $120.1 million, respectively compared to $32.7 million and an outflow of $23.1 million in the same periods in the prior year, respectively.

In addition, the Company's consolidated net debt decreased from the prior year by $96.7 million to $331.9 million. The decrease, according to the Company, is a result of improvements in free cash flow as well as the positive impact of the strengthening Canadian dollar on its U.S. dollar denominated debt.

The Company's net debt, excluding non-recourse net debt related to Motion Picture Distribution LP, was $290.6 million, representing a reduction of $126.7 million from the prior year's period, or a reduction of $143.8 million excluding cash used to repurchase stock.

About Alliance Atlantis Communications

Based in Toronto, Ontario, Alliance Atlantis Communications Inc. -- http://www.allianceatlantis.com/-- offers Canadians 13 well- branded specialty channels boasting targeted, high-quality programming. The Company also co-produces and distributes the hit CSI franchise and indirectly holds a 51% limited partnership interest in Motion Picture Distribution LP, a leading distributor of motion pictures in Canada, with a growing presence in motion picture distribution in the United Kingdom and Spain. The Company's common shares are listed on the Toronto Stock Exchange- trading symbols AAC.A and AAC.NV.B.

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On March 26, 2004, Moody's placed Alliance Atlantis' debt and corporate family ratings at Ba2 with positive outlook.

With stable outlook, Standard & Poor's upgraded the Company's long-term foreign and local issuer credit ratings to BB from BB-. The ratings were placed on Oct. 28, 2004.

As reported in the Troubled Company Reporter on Feb. 15, 2006, the Debtors hired Haymaker/Bean to market the property owned by Allied Systems, Ltd., located at 239 Triport Road in the City of Georgetown, County of Scott, Kentucky.

Haymaker will market and list the Property for sale at $665,000. The firm is entitled to a 7% commission of the gross sale price of the Property.

As reported in the Troubled Company Reporter on March 6, 2006, Allied Systems and DaimlerChrysler entered into a Carrier Transportation Agreement on Dec. 16, 2005. Pursuant to the Agreement, Allied Systems provides delivery and transportation services to DaimlerChrysler in the U.S. and Canada, and DaimlerChrysler pays Allied Systems according to specific rate terms.

The Agreement, effective Oct. 1, 2005, provides Allied Systems with increased rates for 2005 and 2006 and maintains the current fuel surcharge relief.

AMCAST INDUSTRIAL: Panel Has Until April 1 to Contest Bank's Liens------------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in Amcast Industrial Corporation and Amcast Automotive of Indiana, Inc.'s bankruptcy cases, has until April 1, 2006, to challenge the prepetition liens asserted by NexBank, SSB.

NexBank asserts a security interest in and liens upon substantially all of the Debtors' assets on account of prepetition loans totaling approximately $82.6 million.

Pursuant to the Final Order allowing the Debtors to use NexBank's cash collateral, the Hon. Frank J. Otte of the U.S. Bankruptcy Court for the Southern District of Indiana in Indianapolis allowed any interested party -- excluding any of the Debtors -- to object to the validity and extent of NexBank's liens.

Cash Collateral Use

In December 2005, the Bankruptcy Court gave its final consent for the Debtors' limited use of cash collateral securing repayment of their debts to NexBank.

As adequate protection for the use of its cash collateral, the Debtors grant NexBank replacement security interests in, and liens equal to the diminution in the value of the prepetition collateral resulting from the Debtors use of the cash collateral from the Petition Date.

As additional adequate protection to NexBank, the Debtors agree to:

a) make adequate protection payments equal to regularly scheduled interest payments at the contractual, non- default rate due under the prepetition credit agreement;

b) use unencumbered cash, if any, prior to the using cash collateral and continue to segregate and account for the cash collateral and its proceeds; and

c) remit directly to NexBank any future payments received on account of prepetition receivables after providing written notice to the Committee.

The Debtors are allowed to use Cash Collateral in accordance with a weekly budget. A copy of the latest budget submitted by the Debtors is available for free at:

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,manufactures and distributes technology-intensive metal products to end-users and suppliers in the automotive and plumbing industry. The Company and four debtor-affiliates filed for chapter 11 protection on Nov. 30, 2004. The U.S. Bankruptcy Court for the Southern District of Ohio confirmed the Debtors' Third Amended Joint Plan of Reorganization on July 29, 2005. The Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana, Inc., filed for chapter 11 protection a second time on Dec. 1,2005 (Bankr. S.D. Ind. Case No. 05-33323). David H. Kleiman, Esq.,and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,represent the Debtors in their restructuring efforts. When theDebtor and its affiliate filed for protection from their creditors, they listed total assets of $97,780,231 and total liabilities of $100,620,855.

According to Anchor Glass, General Chemical is an important supplier. Anchor Glass has not yet rejected the Agreement and continues to purchase soda ash from General Chemical.

General Chemical has a prepetition claim for $35,553, net of any setoffs, credits or discounts.

As part of the Debtor's reorganization process, Anchor Glass and General Chemical agreed to compromise the prepetition claim and enter into an Amended Agreement.

Pursuant to the Amended Agreement, Anchor Glass will pay $24,908 to General Chemical in full satisfaction of the claim. The parties also agreed to extend the term of the Amended Agreement until December 31, 2006.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the Middle District of Florida to approve the Amended Agreement and authorize it to assume the Contract.

-- a statement of the unpaid principal due, accrued interest, all late charges, attorney's fees, advances for taxes and insurance, all unearned interest, any other charges, and the per diem interest factor; and

-- a statement detailing what the Officers believe is adequate protection in connection with their request.

The Court directs the Officers to advise it as to how the value of their claim will be determined, either by appraisal, blue book value or expert testimony.

As reported in the Troubled Company Reporter on March 8, 2006, Joel Asen, Darrin Campbell, James Chapman, Richard Deneau, Jonathan Gallen, George Hamilton, Timothy Price, Peter Reno, Alan Schumacher, and Lenard Tessler seek access to, and the benefit of, certain insurance policies that were purchased to protect them against certain costs and liabilities arising from their services as directors and officers of the Debtor.

Responses

1. Anchor Glass Container Corporation

Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida, notes that the Officers are requesting for a comfort order because the automatic stay does not apply to their claims.

Mr. Soriano contends that if there is no controversy, the Officers' request should be denied without prejudice for failing to raise a justifiable issue.

To the extent the Motion seeks indemnification from the Debtor, Mr. Soriano says it should be denied because:

-- the Officers' indemnification claims arose prepetition;

-- the indemnification provides no benefit to the estate; and

-- any indemnification claims of the Officers do not give rise to administrative claims entitled to payment postpetition.

According to Mr. Soriano, the Officers did not indicate the amounts to be reimbursed, thus, the Debtor can't address the issue.

2. Ad Hoc Committee of 11% Senior Secured Noteholders

While the Ad Hoc Committee of 11% Senior Secured Noteholders believes that certain of the D&O Policy proceeds are estate property, it does not oppose the Officers' request.

The Ad Hoc Committee wants appropriate supervision over the payment of the Officers' defense costs to avoid unnecessary depletion of estate assets.

$510,666 in Defense Costs Sought

The Officers note that their request concerns their rights under the D&O Policies and their entitlement to the proceeds of the D&O Policies, rather than tangible property of the Debtor.

Accordingly, the Officers do not believe that the Court's direction to submit financial and valuation-related information is applicable.

Nevertheless, the Officers provide the Court with these relevant information:

* The limits of liability of the D&O Policies are $10,000,000 each on the National Union primary policy, the XL Specialty Insurance, Ltd., excess policy and the Houston Casualty Co. excess policy; and

* The outstanding defense costs due and owing under the Policy as of January 31, 2006, total $510,666, and continue to accrue.

"Ratings continue to reflect the highly competitive and cyclical spending environment of the wireless and cable television industries in which Andrew Corp. operates, as well as its acquisitive growth strategy," noted Standard & Poor's credit analyst Bruce Hyman. "This is partly offset by a solid financial profile for the rating, and Andrew's strong market position in wireless infrastructure components. The revised outlook recognizes the company's improving profitability trend, which could lead to higher ratings in the next year."

AQUA SOCIETY: December 31 Balance Sheet Upside-Down by $664,547---------------------------------------------------------------Aqua Society, Inc., reported its financial results for the quarter ended Dec. 31, 2005, to the Securities and Exchange Commission on March 20, 2006.

For the three months ended Dec. 31, 2005, Aqua Society incurred a $1,125,302 net loss on $782,242 of total revenues. For the three months ended Sept. 30, 2005, the Company incurred a $23,060,681 net loss. The Company did report any revenues for the quarter ended Sept. 30, 2005.

For the quarter ended Dec. 31, 2005, the Company has $182,118 of cash and a $884,712 negative working capital balance.

At Dec. 31, 2005, Aqua Society's balance sheet showed $1,671,854 in total assets and $2,336,401 in total liabilities. The Company reports a $27,175,056 accumulated deficit at Dec. 31, 2005.

Going Concern Doubt

Amisano Hanson expressed substantial doubt about Aqua Society's ability to continue as a going concern after auditing the Company's financial statements for the years ended September 30, 2005 and 2004. The auditing firm pointed to the Company's uncertainty in raising capital from stockholders or other sources to sustain operations and uncertainty in obtaining necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Headquartered in Herten, Germany, Aqua Society, Inc., is involved in designing and developing applied technologies and providing consulting services in the areas of heating, ventilation, air conditioning, refrigeration, water purification, waste water treatment and energy.

Michael A. Axel at KeyBank National Association relates that ATA rejected Lease 14767 effective November 4, 2005. Key did not immediately retrieve Engine 14767, and ATA thereafter indicated to Key that it wanted to retain Engine 14767 despite the rejection. Mr. Axel notes that Engine 14767 was left at the ATA property in an open area otherwise unused by ATA. ATA also listed Lease 14767 as a lease the reorganizing Debtors intended to assume under the Plan.

Mr. Axel tells the U.S. Bankruptcy Court for the Southern District of Indiana that ATA used Engine 14767 to fly its aircraft throughout the Chapter 11 reorganization case until the engine was damaged and was rendered unserviceable in May 2005.

From the damage date through the rejection date, Engine 14767 remained on the ground at ATA (with some of its parts apparently removed for use on other ATA engines when needed to maintain them). ATA continued to pay monthly rent to Key through October 2005, but never paid the rent due for November and December 2004 despite its use of Engine 14767 during that period, Mr. Axel says. Thus, Key asserts an administrative expense claim for $30,750 for each of those two months.

According to Mr. Axel, ATA did not comply with the maintenance and parts replacement terms of Lease 14767, and the Engine is currently not operable or airworthy.

ATA rejected Lease 14767 without conducting the repairs and servicing necessary to place the Engine into the return condition required by the Lease, or even to render it airworthy.

By this motion, Key asks the Court to award and direct payment of an administrative expense for Key Engine Lease 14767 totaling $1,643,900, plus attorneys' and consultants' fees and expenses.

About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATAHoldings Corp. -- http://www.ata.com/-- is the nation's 10th largest passenger carrier (based on revenue passenger miles) and one of the nation's largest low-fare carriers. ATA has one of the youngest, most fuel-efficient fleets among the major carriers, featuring the new Boeing 737-800 and 757-300 aircraft. The airline operates significant scheduled service from Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco to over 40 business and vacation destinations. Stock of parent company,ATA Holdings Corp., is traded on the Nasdaq Stock Exchange. TheCompany and its debtor-affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). Terry E. Hall, Esq., at Baker & Daniels, represents the Debtors in their restructuring efforts. Daniel H. Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents theOfficial Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $745,159,000 in total assets and $940,521,000 in total debts. (ATA Airlines Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)

ATA AIRLINES: Names Josef Loew as Scheduled Service Senior VP-------------------------------------------------------------ATA Airlines, Inc., appointed Josef Loew to the position of Senior Vice President - Scheduled Service. This appointment completes a leadership structure realignment that was initiated in January in order to drive accountability down to each of ATA's two lines of business - Military/Charter and Scheduled Service. Loew will report directly to the COO and will have responsibility for the Company's Marketing and Market Planning functions as well as Inflight, Reservations, Station Operations, Cargo, and Corporate Communications.

"During a more than 14-year career, Loew has distinguished himself as a leader in new product development, revenue generation and change management," said John Denison, Chairman, CEO, and President. "As the newest member of our talented Senior Leadership Team, he will apply his abilities toward refining ATA's business strategy to reach maximum profitability."

Loew comes to ATA from SITA INC Canada Inc., a leading provider of IT business solutions and communications services to the air transport community. As Head of Product, Loew drove the development and marketing strategy for the company's highly successful Airline Pricing and Fares Management business unit.Loew joined SITA upon its acquisition of SMG Technologies, where as Partner and Senior Vice President of Marketing and Business Development he oversaw worldwide marketing for SMG's airline pricing systems and consulting services.

Loew has fulfilled key positions involving carriers in the United States and Canada, including as Vice President for Revenue Management at America West Airlines. His roles have included the areas of Revenue Management, Pricing, Corporate Strategy, Scheduling and Distribution, Marketing, and Finance. After more than ten years sharpening his skills in these areas, Loew applied his talents at priceline.com where he played a pivotal role in developing the company's entry strategy that launched its European Air Travel Product.

Loew joins ATA effective immediately. He holds a bachelor of science in Applied Physics from Fachhochschule in Munich, Germany and a master of business administration in finance from the University of Calgary in Alberta, Canada.

About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATAHoldings Corp. -- http://www.ata.com/-- is the nation's 10th largest passenger carrier (based on revenue passenger miles) and one of the nation's largest low-fare carriers. ATA has one of the youngest, most fuel-efficient fleets among the major carriers, featuring the new Boeing 737-800 and 757-300 aircraft. The airline operates significant scheduled service from Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco to over 40 business and vacation destinations. Stock of parent company,ATA Holdings Corp., is traded on the Nasdaq Stock Exchange. TheCompany and its debtor-affiliates filed for chapter 11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868 through 04-19874). Terry E. Hall, Esq., at Baker & Daniels, represents the Debtors in their restructuring efforts. Daniel H. Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents theOfficial Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed $745,159,000 in total assets and $940,521,000 in total debts. (ATA Airlines Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-7000)

ATLAS PIPELINE: Reports $10.9 Mil. of Net Income in 4th Quarter---------------------------------------------------------------Atlas Pipeline Partners, L.P., reported record earnings before interest, taxes, depreciation and amortization, a non-GAAP measure, of $21.3 million for the fourth quarter 2005 compared with $14.5 million for the same period in 2004.

For the fourth quarter 2005, Atlas Pipeline's net income was $10.9 million compared with $11.1 million for the fourth quarter of 2004.

The Company's general and administrative expenses, including amounts reimbursed to affiliates, increased $2.7 million to $4.5 million for the fourth quarter 2005 from $1.8 million for the fourth quarter 2004.

The increase, according to the Company, was primarily related to general and administrative expenses associated with the operations of the acquired assets in the Mid-Continent region and a $1.5 million increase in non-cash compensation expense related to vesting of incentive awards.

In addition, the Company's depreciation and amortization increased $3.1 million to $5.5 million for the fourth quarter 2005 due principally to the depreciation and amortization of the assets acquired.

For the quarter, the Company's interest expense also increased to $5.7 million, an increase of $4.6 million from the prior year fourth quarter. The increase, the Company notes, was primarily related to interest associated with the borrowings under the credit facility used to finance the acquired assets. At Dec. 31, 2005, the Company has $9.5 million of outstanding borrowings under the credit facility as the majority of the borrowings associated with the acquired assets were repaid with the net proceeds from its November 2005 equity offering and December 2005 issuance of $250.0 million of senior unsecured notes.

About Atlas Pipeline Partners

Headquartered in Moon Township, Pennsylvania, Atlas Pipeline Partners, L.P. -- http://www.atlaspipelinepartners.com/-- is active in the transmission, gathering and processing segments of the midstream natural gas industry. In the Mid-Continent region of Oklahoma, Arkansas, northern Texas and the Texas panhandle, the Partnership owns and operates approximately 2,565 miles of intrastate gas gathering pipeline and a 565-mile interstate natural gas pipeline. The Partnership also operates two gas processing plants and a treating facility in Velma, Elk City and Prentiss, Oklahoma where natural gas liquids and impurities are removed. In Appalachia, it owns and operates approximately 1,500 miles of natural gas gathering pipelines in western Pennsylvania, western New York and eastern Ohio.

Atlas America, Inc. -- http://www.atlasamerica.com/-- the parent company of Atlas Pipeline Partners, L.P.'s general partner and owner of 1,641,026 units of limited partner interest of APL, is an energy company engaged primarily in the development and production of natural gas in the Appalachian Basin for its own account and for its investors through the offering of tax advantaged investment programs.

* * *

Moody's assigned Atlas Pipeline's unsecured debt and family ratings at B1, while Standard & Poor's rated the Company's long-term local and foreign issuer credits at BB-. Moody's assigned these ratings on Dec. 6, 2005, and said the outlook is stable.

AUTONATION INC: Receives Required Consents for 9% Senior Notes--------------------------------------------------------------AutoNation, Inc. (NYSE: AN) received, as of 5:00 p.m., New York City time, on March 24, 2006, tenders and consents from holders of more than 95% of its outstanding 9% Senior Notes due 2008 in connection with its cash tender offer and consent solicitation for the Notes. The number of consents received substantially exceeded the number needed to approve the adoption of the proposed amendments to the indenture under which the Notes were issued. The terms of the tender offer and consent solicitation for the Notes can be sourced from the dealer managers.

Based on the consents received, AutoNation is expected to execute as soon as practicable a supplemental indenture that will, once operative, eliminate most of the restrictive covenants and events of default in the indenture and the Notes. The supplemental indenture will not become operative unless and until Notes are accepted for purchase by AutoNation pursuant to the tenderoffer.

AutoNation's offer to purchase the Notes is subject to the satisfaction or waiver of various conditions as described in the Offer to Purchase, including a financing condition. Notes may be tendered pursuant to the tender offer until 10:00 a.m., New York City time, on April 12, 2006, or such later date and time to which the Offer Expiration Date is extended by AutoNation. Holders who validly tender Notes after 5:00 p.m., New York City time, on March 24, 2006 but prior to the Offer Expiration Date will not receive the consent payment of $30 per $1,000 principal amount of Notes tendered.

The dealer managers for the tender offer and consent solicitation are:

Headquartered in Fort Lauderdale, Florida, AutoNation, Inc. --http://www.autonation.com-- is America's largest automotive retailer and a component of the Standard and Poor's 500 Index. AutoNation has approximately 27,000 full-time employees and ownsand operates 346 new vehicle franchises in 17 states.

* * *

As reported in the Troubled Company Reporter on Mar. 9, 2006,Fitch downgraded AutoNation, Inc.'s ratings:

Fitch also expects to rate AutoNation's new senior unsecured notesand Term Loan A 'BB+'. Fitch said the Rating Outlook is Negative.

BALL CORP: Completes Acquisition of U.S. Can's Two Operations-------------------------------------------------------------Ball Corporation (NYSE: BLL) completed its acquisition of the United States and Argentinean operations of U.S. Can Corporation, adding to Ball's portfolio of packaging products and making Ball the largest supplier in the U.S. of aerosol cans, primarily for food and household products.

Ball acquired 10 manufacturing plants in seven states and two plants in Argentina. The operations have sales of approximately $600 million, employ 2,300 people and produce more than two billion steel aerosol containers annually. In addition to aerosol cans, the acquired operations produce paint cans, plastic containers and custom and specialty cans.

Ball reported early this month that it had hired can industry veteran Michael W. Feldser to head up the acquired U.S. Can operations. He will be president of Ball's aerosol & specialty packaging division.

"We are pleased to have this acquisition closed so the integration process can begin," said R. David Hoover, president and chief executive officer. "We have a track record for successful integration of acquired businesses, and we intend to build on that record."

Ball reported that the former U.S. Can headquarters in a leasedbuilding in Lombard, Illinois, will be closed. Functions that had been performed there will be transferred to Ball offices near Denver, moved to a plant in Elgin, Illinois, that is part of the acquisition or in certain cases eliminated. The number of U.S. Can employees who will receive employment opportunities with Ball will be determined in the coming weeks, based upon anticipated needs, interest in relocation and other factors as the integration process continues.

"We will implement plans to welcome new employees, meet with customers and suppliers and begin to realize the synergy savings we are certain exist and to identify others," Mr. Hoover said. "We expect to realize consolidation opportunities in the future as we fully integrate the people and plants into Ball. Closing the former headquarters is a first step and should help facilitate the integration process. We believe this is a business that willbenefit considerably from being a part of a larger packaging organization, and that our existing packaging businesses will benefit from having them as part of Ball."

Raymond J. Seabrook, senior vice president and chief financial officer, said the refinancing of the U.S. Can debt was accomplished at significantly lower rates through the issue by Ball of a new series of senior notes and an increase in bank debt under new facilities that were put in place in the fourth quarter of 2005.

About U.S. Can Corp.

Headquartered in Lombard, Illinois, U.S. Can Corporation --http://www.uscanco.com/-- manufactures steel containers for personal care, household, automotive, paint and industrialproducts in the United States and Europe, as well as plasticcontainers in the United States and food cans in Europe.

At Oct. 2, 2005, U.S. Can's balance sheet showed a $426,657,000equity deficit, compared to a $398,429,000 deficit at Dec. 31,2004.

As reported in the Troubled Company Reporter on Mar. 2, 2006,Fitch Ball Corporation (NYSE: BLL) said Ball Corporation'srecently announced acquisitions will not affect the company'scredit ratings based on the currently available information. Fitch currently rates BLL as:

As reported in the Troubled Company Reporter on Feb. 20, 2006,Standard & Poor's Ratings Services revised its outlook onBroomfield, Colo.-based Ball Corp. to stable from positive. Atthe same time, Standard & Poor's affirmed its ratings, includingits 'BB+' corporate credit rating, on the metal can and plasticpackaging producer. These actions follow the recent announcementby Ball that it has entered into a definitive agreement to acquireU.S. Can Corp.'s (B/Watch Dev/--) U.S. and Argentinean operationsfor approximately 1.1 million shares of Ball common stock plus theassumption of $550 million of U.S. Can's debt.

BENCHMARK ELECTRONICS: Declares 3-for-2 Stock Split---------------------------------------------------Benchmark Electronics, Inc.'s (NYSE:BHE) Board of Directors has declared a 3-for-2 stock split in the form of a stock dividend. Shareholders of record at the close of business March 27, 2006 will receive one additional share for every two shares owned. The additional shares will be distributed on or about April 3, 2006. On March 14, 2006, the Company had 42,585,479 shares of common stock outstanding. After the stock split, the Company will have approximately 63,878,218 shares of common stock outstanding.

* Long term foreign issuer credit -- BB- * Long term local issuer credit -- BB-

Benchmark Electronics, Inc., is the borrower under a $100,000,000 Second Amended and Restated Credit Agreement dated as of Jan. 20, 2005, with JPMorgan Chase Bank, N.A., individually and as Administrative Agent, Collateral Agent and Issuing Lender; Fleet National Bank, individually and as Co-Documentation Agent; Comerica Bank, individually and as Co-Documentation Agent; Wells Fargo Bank, N.A., individually and as Co-Documentation Agent; The Bank of Tokyo-Mitsubishi, Ltd., Houston Agency; Citicorp Usa Inc.; Credit Suisse First Boston, acting through its Cayman Islands Branch; and J.P. Morgan Securities Inc., as Lead Arranger. The Credit Agreement matures on January 20, 2008.

BIRCH TELECOM: Has Until April 8 to Remove Civil Actions--------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware extendedthrough April 8, 2006, the time within which Birch Telecom, Inc.,and its debtor-affiliates may file notices with respect to prepetition civil actions pursuant to Rule 9006(b) of the FederalRules of Bankruptcy Procedure.

The Debtors are parties to numerous judicial and administrative proceedings currently pending in various courts and administrative agencies throughout the country. Those actions consist of all forms of commercial, tort and employment-related litigation.

The Debtors gave the Court three reasons supporting the extension:

1) they have devoted most of the time since the Petition Date in stabilizing their businesses, implementing various cost- saving measures and implementing procedures to comply with the substantial reporting and disclosure requirements required for debtors-in-possession;

2) the requested extension will give them more time and opportunity to make fully-informed decisions concerning the removal of the prepetition civil actions in order to protect their valuable right to adjudicate lawsuits pursuant to 28 U.S.C. Section 1452;

3) the requested extension will not prejudice the Debtors' adversaries in the civil actions because if the extension is granted, it will not prevent those adversaries from seeking a remand pursuant to 28 U.S.C. Section 1452(b).

-- 150,000 shares of its 7-1/2% Series A Cumulative Convertible Perpetual Preferred Stock,

-- the shares of its class A common stock issuable upon conversion of the Series A Preferred Stock, and

-- any common shares that may be delivered in connection with a dividend payment on the Series A Preferred Stock.

The Series A Preferred Stock was offered to qualified institutional buyers in reliance on Rule 144A in transactions exempt from the registration requirements of the Securities Act of 1933 through the initial purchasers:

The Company will pay annual dividends on each share of Series A Preferred Stock in the amount of $75.00. Dividends will be payable to the extent that:

-- payment of dividends is not prohibited by the Company's debt agreements,

-- assets are legally available to pay dividends, and

-- the board of directors or an authorized committee of the board declares a dividend payable.

The Company may pay dividends in cash, common shares or any combination of cash and class A common stock, at the Company's discretion, after every quarter.

Holders may convert each share of their Series A Preferred Stock at any time into approximately 194.175 shares of class A common stock of Blockbuster, based on an initial conversion price of $5.15. The conversion price may be adjusted upon the occurrence of certain events.

The class A common stock currently trades on the New York Stock Exchange under the symbol "BBI." The Series A Preferred Stock is eligible for trading in The PORTAL(R) Market, a subsidiary of The Nasdaq Stock Market, Inc. However, the shares of Series A Preferred Stock that are registered pursuant to the registration statement filed, will no longer be eligible for trading in The PORTAL(R) Market. The Series A Preferred Stock is not listed on any securities exchange or included in any automated quotation system and the Company does not intend to apply for a listing.

On or after November 20, 2010, the Company may, at its option, cause the conversion right of the Series A Preferred Stock to expire, but only if the closing sale price of its class A common stock for 20 trading days within a period of 30 consecutive trading days ending on the trading day before the date the Company gives the termination notice exceeds 130% of the conversion price of the Series A Preferred Stock on each such trading day.

As reported in the Troubled Company Reporter on Nov. 15, 2005,Standard & Poor's Ratings Services lowered its corporate creditand bank loan ratings on Blockbuster Inc. to 'B-' from 'B' and thesubordinated note rating to 'CCC' from 'CCC+'. At the same time,ratings on the company were removed from CreditWatch, where theywere placed with negative implications on August 3, 2005. S&Psaid the outlook is negative.

As reported in the Troubled Company Reporter on Aug. 15, 2005,Fitch downgraded Blockbuster Inc.'s:

-- Senior subordinated notes to 'CC' from 'B-' with an 'R6' recovery rating.

Fitch said the Rating Outlook remains Negative.

BLOCKBUSTER INC: Exchanging 9% Sr. Sub. Notes for Registered Bonds------------------------------------------------------------------Blockbuster Inc. is offering to exchange up to $300,000,000 aggregate principal amount of its outstanding 9% Senior Subordinated Notes due 2012, issued in a private offering on August 20, 2004, in exchange for new notes with materially identical terms that have been registered under the Securities Act of 1933, and are generally freely tradable.

Terms of the Notes

The notes mature on September 1, 2012. The first interest payments on the outstanding notes were made on March 1, 2005, September 1, 2005, and March 1, 2006. Interest on the new notes is payable on March 1 and September 1 of each year, with the next interest payment due on September 1, 2006. Interest on the new notes will accrue from the most recent date to which interest has been paid on the outstanding notes.

The Company may redeem the new notes, in whole or in part, on or after September 1, 2008. In addition, prior to September 1, 2007, the Company may redeem up to 35% of the new notes using the net proceeds of certain equity offerings.

Upon a change of control, holders of the Notes may require the Company to repurchase all or a portion of the new notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest.

The new notes and the guarantees will be the Company's and its subsidiary guarantors' unsecured senior subordinated obligations. The new notes will be guaranteed on a senior subordinated basis by the Subsidiary Guarantors. The new notes will rank junior to all of our and the Subsidiary Guarantors' existing and future senior indebtedness.

As reported in the Troubled Company Reporter on Nov. 15, 2005,Standard & Poor's Ratings Services lowered its corporate creditand bank loan ratings on Blockbuster Inc. to 'B-' from 'B' and thesubordinated note rating to 'CCC' from 'CCC+'. At the same time,ratings on the company were removed from CreditWatch, where theywere placed with negative implications on August 3, 2005. S&Psaid the outlook is negative.

As reported in the Troubled Company Reporter on Aug. 15, 2005,Fitch downgraded Blockbuster Inc.'s:

-- Senior subordinated notes to 'CC' from 'B-' with an 'R6' recovery rating.

Fitch said the Rating Outlook remains Negative.

BMC INDUSTRIES: Committee Wants More Data in Disclosure Statement-----------------------------------------------------------------The Official Committee of Unsecured Creditors appointed in BMC Industries Inc. and its debtor-affiliates' Chapter 11 cases, objects to the adequacy of the information contained in the Debtors' Plan of Liquidation and the Disclosure Statement explaining that Plan.

The Committee wants the Debtors to:

a) attach a liquidating trust document to the Disclosure Statement or the Plan. The Committee needs to see the completed form of the liquidating trust document to ensure that it is consistent with the Disclosure Statement and the Plan.

b) fill in numerous blanks found in the Disclosure Statement and Plan, and attach all necessary exhibits referred to in the Disclosure Statement and Plan.

c) describe in the Plan and Disclosure Statement how the claims of Frank Kundart and Gerald Becker will be treated if their appeal is successful;

d) clarify what happens if Insight's administrative claim gets paid from the Trust and Insight drops its litigation with the secured lender bank group;

e) clarify estimates concerning the funds available to the liquidating trust to pay outstanding administrative claims and pursue the avoidance actions;

f) clarify in the Disclosure Statement of Plan whether or not trustee fees will continue to be paid post-confirmation, and for what period of time; and

g) describe how the liquidating trust attorneys -- for the purpose of pursuing avoidance -- will be paid.

Thomas J. Flynn, Esq., at Larkin Hoffman Daly & Lindgren Ltd., explains that the Committee's requests for information are questions for clarification under the Plan and Disclosure Statement, and should not be seem as strict objections. Mr. Flynn says that the Committee is confident of the Debtors' ability to confirm a consensual plan.

Debtors' Response

The Debtors tell the U.S. Bankruptcy Court for the District of Minnesota that they intend to modify their Disclosure Statement and Plan in response to the objections posed by the U.S. Trustee, the Committee and Insight Equity A.P.X, LP.

However, the Debtors have elected not to file an amended Plan and Disclosure Statement prior to the hearing on the Disclosure Statement to minimize costs. A hearing to consider the adequacy of the Debtors' Disclosure Statement was scheduled on March 15, 2006. As of March 27, 2006, Court filings do not show if the Disclosure Statement has been approved.

The Debtors ask the Bankruptcy Court for authority to distribute an abbreviated form of their Disclosure Statement to their equity security holders.

The Debtors say that distributing the 150-page Disclosure Statement and Plan to over 5,000 shareholders is an unwarranted and an unnecessary drain on their resources. The Debtors assure the Bankruptcy Court that the abbreviated Disclosure Statement contains adequate information to permit shareholders to make an informed decision about the Plan.

A copy of the Abbreviate Disclosure Statement is available for a fee at:

BOOKHAM INC: All 7% Conv. Debentures Converted to Common Stock--------------------------------------------------------------Bookham, Inc. (Nasdaq: BKHM) reported that on March 22, 2006, its stockholders approved the issuance of 1,106,477 shares of Common Stock to satisfy the conversion of the remaining portion of the Company's 7% senior unsecured convertible debentures. This approval was received pursuant to the second closing of aSecurities Exchange Agreement originally announced on Jan. 13, 2006 between Bookham and its debenture holders. In connection with this closing, Bookham also issued an additional 178,990 shares of Common Stock and warrants to purchase up to 95,461 shares of Common Stock and paid the debenture holders anaggregate of $538,408.51 in cash.

As a result of this second closing, all of Bookham's 7% senior unsecured convertible debentures have now been converted, and the Company no longer has any debt outstanding.

Ernst & Young LLP expressed substantial doubt about Bookham,Inc.'s ability to continue as a going concern after it auditedthe Company's financial statements for the fiscal year endedJuly 2, 2005.

Nortel Obligations Loom

Based on its cash balances and its cash flow forecasts, and givenits continuing losses, the Company estimates it will need to raisebetween $20 and $30 million prior to December 2005 in order tomaintain its planned level of operations. The Company furtherestimates that it will need to raise between $50 million and $60million on a cumulative basis between Sept. 2005 and Aug. 2006 inorder to comply with the $25 million minimum cash balance requiredby the terms of the notes held by Nortel Networks.

If the Company is unable to maintain this cash balance afterAugust 2006, it will be in default under the promissory notes.Beyond this, the Company will need to raise additional funds torepay the notes issued to Nortel Networks in the aggregateprincipal amounts of $25.9 million and $20 million that will bedue and payable in Nov. 2006 and 2007, respectively, and to repay,if still outstanding, $25.5 million principal amount of its 7%convertible debentures due in Dec. 2007.

CALPINE CORP: Court Issues 2nd Amended Final Cash Collateral Order-----------------------------------------------------------------As reported in the Troubled Company Reporter on March 10, 2006, the U.S. Bankruptcy Court for the Southern District of New York authorized, on a final basis, Calpine Corporation and its debtor-affiliates to:

1. use the Calpine Corp. Cash Collateral to:

* pay the Debtors' ordinary and necessary business expenses;

* pay expenses related to the administration of the Debtors' estates and the Chapter 11 cases; and

* make adequate protection payments of principal and interest or other amounts;

2. use the Restricted Cash in accordance with any applicable Cash Waterfall Provisions;

3. distribute Unrestricted Cash to their parent entities that are Debtors through a Project Intercompany Loan notwithstanding the existence of an event of default or cross-default under the Project Loan Documents, or the insolvency of, the Project Debtors or any affiliates of the Project Debtors or resulting from the failure by any Debtor to make any payment during the prepetition period; and

4. incur indebtedness under a Project Intercompany Loan, provided, however, that Calpine Greenleaf, Inc. will also be authorized to use Restricted Cash to pay the prepetition portion of the invoices for maintenance and similar expenses.

The Court previously approved interim amendments to the Final Cash Collateral Order.

Under the Amended Final Cash Collateral Order, the Court finds it necessary to protect the Project Lessors' interest in the applicable leased facility and collateral pledged, if any, by the Project Lessees to secure the applicable Project Lessee's obligations.

As adequate protection for any diminution in value of the Project Lender Collateral or the Project Lessor Collateral, including, from the use of the Restricted Cash in accordance with the applicable Cash Waterfall Provisions, the use of the Unrestricted Cash as well as Project Lender Collateral or the Project Lessor Collateral, the Court rules that each Project Lessor will receive reasonable fees and disbursements including, the fees of counsel and financial advisors to the Project Lessors, the indenture trustees and pass-through trustees, the Ad Hoc Committee, Quadrangle or agents under the Project Loan Documents and Project Lease Documents.

* * *

The Hon. Burton R. Lifland issued a second amended Final Cash Collateral Order to authorize Calpine Greenleaf, Inc., to use the Restricted Cash to pay the prepetition portion of invoices -- aggregating $383,494 -- from vendors for maintenance and similar expenses, to the extent payment is reasonably necessary for the adequate protection of the interest of the project lenders for Calpine Greenleaf in any collateral pledged by the Debtors to secure obligations under the Greenleaf Project Documents.

CARMIKE CINEMAS: Moody's Holds Junked Senior Subord. Note Rating----------------------------------------------------------------Moody's Investors Service changed the outlook for Carmike Cinemas, Inc., to negative from positive following the announcement that Carmike does not expect to file its form 10k by the extended March 31 deadline. The change in outlook reflects Moody's expectation that an upgrade over the next 12 to 18 months is unlikely, due to both weaker than anticipated fundamental performance and concerns over financial reporting and accounting.

Moody's would consider a reversion to a stable outlook following satisfactory resolution of Carmike's compliance issues and significant progress towards remediation of the internal control weaknesses. Moody's believes bank lenders are likely to waive Carmike's breach of its the credit agreement requirement to file timely financial statements, but Carmike's weak internal controls, including insufficient financial staff, raise concerns.

Moody's also affirmed Carmike's B2 corporate family rating, the B1 senior secured bank facility rating and the Caa1 rating on Carmike's senior subordinated notes. Carmike's ratings reflect high financial risk; sensitivity to the film industry's ability to consistently supply compelling product; lack of scale; and concerns over the company's ability to hire and retain sufficient financial staff. Carmike's dominant position in its targeted smaller markets and strong concession margins somewhat mitigate these risks.

Rating actions:

* Outlook: Changed to Negative from Positive

* B2 Corporate Family Rating Affirmed

* B1 Rating on Secured Bank Credit Facility Affirmed

* Caa1 Rating on Senior Subordinated Notes Affirmed

The negative outlook incorporates Moody's concerns over Carmike's delayed filing of its form 10k and the resultant need to seek waivers for the requirement to file timely financial statements from its bank lenders. Additionally, the weak internal controls, including continued challenges in hiring and retaining financial staff with the appropriate expertise, pose risk. Should Carmike resolve these accounting issues and demonstrate significant progress towards remediation of its internal control weaknesses, a stable outlook is likely. Due to Moody's concerns over staffing and control issues, as well as weaker than expected fundamental performance, a positive outlook is unlikely over the intermediate term. Moody's would consider a positive outlook if leverage fell below 5 times and evidence of a more robust financial staff existed.

Carmike's financial risk includes leverage of approximately 6.1 times, weak coverage of fixed charges, and negative free cash flow. Operational challenges include the dependence of movie theater attendance and resultant cash flow on the quality of available films. Carmike's average of approximately 8 screens per theater, below the industry average of approximately 11, limits its ability to deliver a diversity of films to viewers and magnifies this challenge. The company focuses its theater operations in small- to mid-sized communities with populations of fewer than 100,000; accordingly, its per screen and per theater attendance, revenue, and EBITDA are lower than most rated theater operators and its potential cash flow from high margin advertising is much lower than its peers. Finally, Carmike's incremental financing capacity provides the potential for increased leverage as acquisition opportunities arise, although Moody's believes management will restrict future growth initiatives to its core small market expertise.

Notwithstanding the relatively lower revenue and margin opportunities, Carmike's competitive position is reasonably well-protected, because its smaller markets are less likely to draw new entrants. Carmike also benefits from above average concession margins. Within the past five years, Carmike rebuilt or remodeled about 80% of its screens, and with better film supply, attendance trends will likely benefit from the improved asset base. While the quarterly dividend instituted in the second half of 2004 will consume a modest portion of free cash flow, expectations for lower capital expenditures following the completion of the aforementioned theater upgrade initiative should yield free cash flow improvements. Additionally, Moody's believes management will apply future free cash flow to expansion or debt reduction before increasing dividends, a credit positive in an industry prone to large shareholder rewards that often come at the expense of debt holders.

Moody's considers Carmike's leverage of 6.1 times debt-to-EBITDA high, particularly given the fixed costs and inherent revenue volatility of the theater industry. Furthermore, fixed charge coverage is less than 1 time and Carmike consumed cash flow after debt service and capital expenditures over the trailing twelve months through Sept. 30, 2005, after generating only modestly positive cash flow in 2004.

The senior secured bank facility, which consists of a $50 million revolver, a $170 million term loan and a $185 million delayed draw term loan, is notched up to B1 from the B2 corporate family rating. The bank debt benefits from a fairly meaningful layer of junior capital beneath it, consisting of $150 million of senior subordinated notes and Carmike's public equity, as well as capitalized operating leases valued at approximately $400 million. The bank debt also benefits from its perfected first priority security interest in all Carmike assets. Carmike's owns approximately 25% of its theaters, which enhances the value of the collateral, in Moody's view. The two notch gap between the corporate family rating and the Caa1 senior subordinated notes reflects that tranche's contractual and effective subordination to all other existing debt.

Carmike is one of the country's largest motion picture exhibitors with approximately 2,500 screens and 300 theaters as of Sept. 30, 2005, and annual revenue slightly under $500 million. The company maintains its headquarters in Columbus, Georgia.

With respect to each of the 11 properties, Mr. DuFresne asks the Court to direct the Archdiocese to either:

(1) indicate where in the Statements or in any of its subsequent revision the property appears;

(2) show the reason why the property was not included in the Statements; or

(3) file revised Statements and an explanation how the property was left off of the Statements.

Mr. DuFresne informs the Court that the aggregate tax assessed value of the 11 properties for the tax year 2004-2005 was $1,490,891. Although small compared to the overall value of the Archdiocese's estate, the properties appear to be largely single-family homes or vacant land. Thus, they would be easily marketed and their liquidation would not impede the Archdiocese's operation in anyway.

Mr. DuFresne also points out that properties usually increase in market value over time.

These factors, in addition to Portland's obligations under the Bankruptcy Code, demonstrate the importance of a complete disclosure of the Archdiocese's owned real estate.

Since the list of the missing properties is not necessarily complete, the Archdiocese "can also include any additional real estate, which has not yet been disclosed in the revised disclosures", Mr. DuFresne asserts.

Archdiocese Responds

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland, Oregon, informs the Court that each of the real properties that Mr. DuFresne contends were left off the Disclosures were in fact included in the Statements, with the exception of certain properties that had previously been sold:

Specifically, Mr. Stilley explains that the property with:

(1) Tax ID No. 1549250 is part of a split code, and is included on Exhibit 14 B to the Statements, as APN 1231958;

(2) Tax ID No. 0003364 is included on Exhibit 14 B, as APN 336401;

(3) Tax ID NO. 0003430 is included on Exhibit 14 B, as APN 3430;

(4) Tax ID No. 0003448 is included on Exhibit 14 B, as APN 3448;

(5) Tax ID No. M00199414 is a manufactured home with Tax Assessor's Market Value $30,250, located on property which is included on Exhibit 14 B, as APN 115262;

(6) Tax ID No. M000101392 is a mobile home, with Tax Assessor's Market Value at $13,346, located on the property, which is included on Exhibit 14 B, as APN 87907;

(7) Tax ID No. 1574167 has an inactive number, according to the Lane County Tax Assessor's office. The property is included on Exhibit 14B, APN 1175346; and

(8) Tax ID No. 1631579 property is included on Exhibit 14 B, as APN 1083466, which was its former account number.

"Mr. DuFresne's questions could easily have been answered without the need for filing the Motion if he had only asked," Mr. Stilley tells the Court. "This Motion is only the most recent in a series of meritless motions that Mr. DuFresne has filed which could have been resolved without the need for . . . attorneys to prepare a formal response and the Court to conduct a hearing."

Mr. Stilley complains that Mr. DuFresne's requests cause unnecessary expense to the estate, and must not be allowed to continue. The Archdiocese has already incurred thousands of dollars in attorney's fees and spent many hours in gathering information to respond to his request, Mr. Stilley says.

For these reasons, the Archdiocese asks the Court to:

(a) deny Mr. DuFresne's request; and

(b) direct Mr. DuFresne to confer with the Archdiocese in a good faith effort to resolve any future matters prior to filing any further requests.

* * *

The Court rules that the Archdiocese is not required to amend its Statement of Financial Affairs with respect to any of the properties identified by Mr. DuFresne.

However, the Court directs the Archdiocese to:

(a) reflect the correct property tax account number for the property listed as Tax ID No. 0003364; and

(b) reflect the correct tax assessed value as of the Petition Date of the property listed as Tax ID No. 1631579.

With respect to all requests that Mr. DuFresne intends to file in the future, Judge Perris directs him within 20 days before filing any request with the Court, to:

(1) mail a written copy of the proposed request to the Archdiocese's counsel, Susan S. Ford, Esq., at Sussman Shank LLP, and give the Archdiocese an opportunity to respond; and

(2) confer in good faith with Ms. Ford in an attempt to resolve the subject matter of the request.

All requests by Mr. DuFresne that are filed with the Court should contain his signed certification that he complied with the two conditions, but was unable to resolve the matter prior to filing the request.

About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents the Official Tort Claimants Committee in Portland, and scores of abuse victims are represented by other lawyers. David A. Foraker serves as the Future Claimants Representative appointed in the Archdiocese of Portland's Chapter 11 case. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. (Catholic Church Bankruptcy News, Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000)

The ratings anticipate that following the completion of the proposed separation of Cendant Corporation into four independent, publicly traded companies, Cendant Car Rental Group, LLC will be the parent company of Cendant's Vehicle Rental operations and will be renamed Avis Budget Car Rental, LLC.

The Ba2 Corporate Family Rating reflects Moody's view that the business model, brand strength, and cost structure of CCRG position it to compete effectively with key peers in the vehicle daily rental business, and are consistent with a rating in the upper end of the speculative grade range. However, the company's financial leverage, and potential risks related to significant fleet concentration in GM vehicles are factors that constrain the rating at the Ba2 level. The rating also recognizes that CCRG's financial leverage is somewhat lower than that of certain major domestic competitors; this should enable the company to sustain superior credit metrics relative to peers through the intermediate term.

The secured credit facility and term loan are rated at the same Ba2 level as CCRG's Corporate Family Rating. The rating of these secured obligations is constrained by the significant level of securitized ABS fleet debt in the company's capital structure, as well as the limited scope of the remaining non-fleet assets that provide security for the bank facilities.

The Ba3 rating of the proposed $1 billion of unsecured notes reflects both the junior position of these securities in the CCRG capital structure, as well as the preponderance of secured debt -- both ABS fleet debt and secured bank debt. The rating anticipates that the proposed notes' final documentation will be adequate and will contain appropriate indenture provisions.

The SGL-2 Speculative Grade Liquidity rating recognizes the considerable amount of availability under the $1.5 billion revolving credit facility, the relatively short holding period for the CCRG fleet vehicles, the company's ability to return fleet vehicles to manufacturers under "buy-back" programs, and the flexibility to rapidly curtail the purchase of new vehicles during a downturn. Moody's also believes that the credit facility affords CCRG reasonable head room under the relevant covenant provisions. The strength of these liquidity sources are tempered, however, by the eroding credit quality of General Motors and the attendant risk to GM's ability to continue repurchasing vehicles from CCRG under its "buy-back" agreement. In addition, because the majority of CCRG's assets are pledged, the company has modest ability to raise cash through asset sales.

Through the Avis and Budget brands that it owns, CCRG holds the leading market share in the US on-airport car rental sector with share approximating 32%; its nearest competitors Hertz and National/Alamo hold about 30% and 20% respectively. Moody's believes that CCRG's dual branding strategy affords it a strong competitive position in both the premium rental sector and the value segment.

Similar to other major on-airport rental companies, the vast majority of CCRG's automobile fleet consists of "program cars" that will be repurchased by the automobile OEM within a relatively short period -- generally less than 12 months. These OEM repurchase commitments contribute to CCRG's liquidity and its ability to respond to downturns. However, for 2005 approximately 63% of the company's domestic program vehicles were purchased from General Motors and 21% from Ford. The eroding credit quality of these manufacturers, particularly GM, adds an additional degree of risk to these repurchase obligations, and is an important rating consideration.

For fiscal 2005, Cendant Corporation's vehicle rental segment had debt/EBITDA of 4.0 and EBITDA/revenues of 37% based on public financial statements, with debt including asset backed securitizations and EBITDA calculated before vehicle depreciation and interest. Moody's expects that profitability and leverage measures of CCRG will demonstrate moderate improvement from these levels over the intermediate term.

Cendant Car Rental Group, LLC, headquartered in Parsippany New Jersey, will be the immediate parent company of Cendant Corporation's Vehicle Rental operations following Cendant's separation into four separate businesses. The company will be renamed Avis Budget Car Rental, LLC.

CENTURY ALUMINUM: Gaia Offshore & Lyxor/Gaia May Sell Conv. Notes-----------------------------------------------------------------Gaia Offshore Master Fund, Ltd., and Lyxor/Gaia II Fund Ltd., may resell 1.75% Convertible Senior Notes due August 1, 2024, issued by Century Aluminum Co. and shares of Century's common stock issuable upon conversion of the notes.

Promethean Asset Management, LLC, is the investment manager of Gaia Offshore and Lyxor/Gaia.

Terms of the Notes

The notes are convertible at any time at an initial conversion rate of 32.7430 common shares per $1,000 principal amount of notes, subject to adjustments for certain events. The initial conversion rate is equivalent to a conversion price of approximately $30.5409 per common share. Upon conversion, Century will deliver cash up to the aggregate principal amount of notes to be converted and, at Century's election, cash, common shares or a combination thereof in respect of the remainder, if any, of Century conversion obligation in excess of the principal amount of notes to be converted. Therefore, holders of the notes may not receive any shares of Century's common shares upon conversion, and they only may receive common shares to the extent that the conversion obligation exceeds the principal amount of the notes converted.

* a 90,000 mtpy plant at Grundartangi, Iceland that is being expanded to 220,000 mtpy.

The company also owns a 49.67-percent interest in a 222,000 mtpyreduction plant at Mt. Holly, South Carolina. ALCOA Inc. owns theremainder of the plant and is the operating partner. With thecompletion of the Grundartangi expansion, Century's total capacitywill stand at 745,000 mtpy by the fourth quarter of 2006. Centuryalso holds a 50-percent share of the 1.25 million mtpy GramercyAlumina refinery in Gramercy, Louisiana and related bauxite assetsin Jamaica. Century's corporate offices are located in Monterey,California.

* * *

As reported in the Troubled Company Reporter on Dec. 7, 2004,Moody's Investors Service assigned a B1 rating to Century AluminumCompany's $175 million senior unsecured convertible notes due2024, and affirmed its Ba3 rating on Century's $100 million seniorsecured revolving credit facility.

As reported in the Troubled Company Reporter on Nov. 9, 2004,Standard & Poor's Ratings Services raised its rating on CenturyAluminum Company's $150 million 1.75% convertible notes due 2024to 'BB-' from 'B' and removed it from CreditWatch. At the sametime, Standard & Poor's affirmed its 'BB-' corporate credit ratingon the Monterey, California-based company.

CERVANTES ORCHARDS: Files Chapter 11 Plan & Disclosure Statement ----------------------------------------------------------------Cervantes Orchards & Vineyards, LLC, delivered to the U.S. Bankruptcy Court for the Eastern District of Washington, a disclosure statement explaining its chapter 11 plan of reorganization on March 21, 2006.

Treatment of Claims

Under the Plan, Administrative Expense Claims, Priority Claims, and Donna Freeburn's claim will be paid in full, in cash, on the Distribution Date.

Holders of Class 3 Priority Tax Claims will receive $1,000 in cash or the amount of the claim, whichever is less, on the Distribution Date, and will receive the balance of each assessed portion of the allowed claim in 10 equal quarterly installments.

John Deere Credit, Inc., and US Bank Trust NA are oversecured creditors and will receive the full value of their claims under the Plan.

For violation of the Bank Anti-Tying Act, exercise of excessive control over the Debtor's business, and for improper interference with the Debtor's contractual relationships and reasonable business expectations, under the Plan, Columbia Trust Bank's:

a) collateral interest will be subordinated to all other creditors except insiders; and

b) claim will be treated in its full amount, but payments will be retained in escrow until the litigation between the Debtor and Columbia Trust is concluded and the actual amount due from the Debtor, if any, is determined by Final Order.

Except for American West Bank's claim, which will receive semi-annual payments of $11,804, six claims will be paid on an annual basis in these amounts:

The four subordinate and mezzanine certificates from the series 2001-AD1 transaction have been upgraded based on the substantial build-up in credit support. The projected pipeline losses are not expected to significantly affect the credit support for these certificates. The seasoning of the loans and low pool factor reduces loss volatility.

The three subordinate certificates from the fixed-rate pools in the 2001-1 and 2001-C2 transactions have been downgraded because existing credit enhancement levels may be low given the current projected losses on the underlying pools. The collateral has taken losses causing gradual erosion of the overcollateralization. As of Feb. 25, 2006, the level of overcollateralization in both transactions is below its required 0.50% floor.

Moody's complete rating actions are:

Issuer: Chase Funding Loan Acquisition Trust

Upgrades:

* Series 2001-AD1; Class IM-1, upgraded to Aaa from Aa2 * Series 2001-AD1; Class IIM-1, upgraded to Aaa from Aa2 * Series 2001-AD1; Class IIM-2, upgraded to Aa2 from A2 * Series 2001-AD1; Class IIB, upgraded to A2 from Baa2

Downgrades:

* Series 2001-1; Class IB, downgraded to Ba2 from Baa2 * Series 2001-C2; Class IM-2, downgraded to Baa1 from A2 * Series 2001-C2; Class IB, downgraded to Ba3 from Baa2

CLEARWATER FUNDING: Moody's Cuts Baa3 $50MM Notes' Rating to B1---------------------------------------------------------------Moody's Investors Service lowered its rating on the $50,000,000 Class B Second Senior Secured Notes due 2011 issued by Clearwater Funding CBO 99-A, Ltd. As a result of the action, the Class B Notes are rated B1.

According to Moody's, current prospects for the notes' repayment of principal and interest prompted the rating action. Moody's cited credit deterioration of the collateral portfolio and diminished asset collateralization as key factors in its assessment.

COEUR D'ALENE: Expects to Raise $146.8M in Common Stock Offering----------------------------------------------------------------Coeur d'Alene Mines Corporation (NYSE:CDE, TSX:CDM) is offering 22 million newly issued shares of its common stock under an effective shelf registration statement on file with the U.S. Securities and Exchange Commission.

Under an underwriting agreement on March 16, 2006, Coeur willsell the shares to the public at $5.60 per share. Coeur expectsto get $127.7 million of net proceeds, after the underwriters' discount, prior to any exercise of the over-allotment option. Coeur has granted the underwriters a 30-day option to purchase up to an additional 3.6 million shares of common stock at the public offering price to cover over allotments.

The underwriters have elected to exercise the over-allotment option. With the exercise of the 3.6-million share over-allotmentoption, the total number of shares to be issued upon the closingof the transaction on March 22 is 27.6 million shares at the public offering price of $5.60.

Coeur now expects to receive total net proceeds, after the underwriters' discount, of approximately $146.8 million.

Coeur d'Alene Mines Corporation -- http://www.coeur.com/-- is the world's largest primary silver producer, as well as a significant,low-cost producer of gold. The Company has mining interests inNevada, Idaho, Alaska, Argentina, Chile, Bolivia and Australia.

* * *

As reported in the Troubled Company Reporter on Oct. 4, 2004,Standard & Poor's Ratings Services affirmed its 'B-' corporatecredit and senior unsecured debt ratings on Coeur D'Alene MinesCorporation and removed the ratings from CreditWatch, where theywere placed on June 1, 2004, with positive implications. S&P saidthe outlook is stable.

COEUR D'ALENE: Earns $9.9 Million in Fourth Quarter of 2005-----------------------------------------------------------Coeur d'Alene Mines Corporation earned record quarterly net income of $9.9 million for the fourth quarter of 2005, compared to net income of $8.3 million for the year-ago period. Results for the year-ago quarter included a tax benefit of $5.8 million.

For the full year 2005, the company reported net income of $10.6 million compared to a net loss of $16.9 million for 2004.

Revenues for the fourth quarter and full year of 2005 reached all-time highs. Revenue for the fourth quarter of 2005 was $54.8 million, a 22% increase compared to revenue of $44.8 million in the year-ago period. Revenue for the full year of 2005 was $172.3 million, a 30% increase compared to revenue of$132.8 million in the year-ago period.

In commenting on the company's performance, Dennis E. Wheeler,Chairman, President and Chief Executive Officer, said, "Thecompany reported an all-time record level of quarterly netincome in the fourth quarter of 2005 due in large measure tosolid overall operating performance in a market characterized bystrong demand and robust price levels."

Wheeler added, "We are seeing the benefits of our strategy tosignificantly increase our low-cost production ounces, reserves,cash flow and resulting earnings, a strategy that wasstrengthened by our 2005 Australian acquisitions. Our cash costper ounce of silver remained very competitive and actuallyshowed a 30% decline during the second half of 2005 as comparedwith the first six months of the year."

Coeur currently expects 2006 silver production to beapproximately 18 million ounces, a 31% increase over the levelof 2005, and depending on the outcome of the company's review ofstrategic alternatives for Coeur Silver Valley in Idaho. Thecompany expects a consolidated silver cash cost per ounce ofapproximately $4.11 per ounce, approximately 4% below theconsolidated cash cost for 2005. The company expects full-yeargold production to be approximately 129,000 ounces.

Highlights by Individual Property

-- Cerro Bayo (Chile)

At a silver cash cost of $0.54 per ounce for 2005, Cerro Bayo remained the lowest-cost mine in Coeur's system. Coeur's exploration efforts during 2005 at Cerro Bayo were extremely successful, increasing proven and probable silver mineral reserves by 22% and gold by 14%. In addition, measured and indicated silver mineral resources increased by 12% and inferred by 107%, while measured and indicated gold mineral resources increased by 18% and inferred by 59% -- all compared to year-end 2004 levels.

Fourth quarter silver production continued a trend of successively higher quarterly production during 2005, and was 18% above production in the first quarter of the year due to improved grade.

Silver and gold production in the fourth quarter of 2005 were below the unusually high levels of the year-ago quarter due to fewer tons mined.

-- Martha (Argentina)

Silver production in the fourth quarter of 2005 was up 9% relative to the year-ago quarter. Silver cash cost per ounce was generally consistent at $4.60 during the year. Despite record production levels in 2005, Coeur increased silver proven and probable mineral reserves at Martha during the year, and more than doubled its inferred silver mineral resource.

-- Endeavor (Australia)

Since Coeur's acquisition of the Endeavor mine's silver reserves and production in May of 2005, the property contributed 316,169 silver ounces at a low cash cost per ounce of $2.05. Silver production in the fourth quarter of 2005 was affected by an uncontrolled rock fall that limited mining activity and affected cash cost per ounce.

Coeur expects 2006 production to approach an annual rate of approximately 1 million ounces, with more than half of that amount coming in the second half of the year.

Year-ago comparisons for Endeavor are not meaningful because the mineral interest was acquired in the second quarter of 2005.

In addition to providing low-cost silver production, Endeavor contributed more than 23 million ounces to Coeur's proven and probable mineral reserves.

-- Broken Hill (Australia)

Since Coeur's acquisition of the Broken Hill mine's silver reserves and production in September of 2005, the property contributed 657,093 ounces of silver production at a low cash cost per ounce of $2.72. Silver production in the fourth quarter was 574,083 ounces.

Year-ago comparisons for Broken Hill are not meaningful because the mineral interest was acquired in the third quarter of 2005.

This property had an exceptionally strong second half of the year, with silver production 44% above that of the first half of 2005, and gold production 48% above the level of the first half. Additionally, silver cash cost per ounce declined 52% during the second half of 2005, despite an upward trend in the price of energy and steel. Silver and gold production for the fourth quarter were modestly below the levels of a year-ago due to fewer tons mined.

-- Galena (Coeur Silver Valley, Idaho)

Silver production for the fourth quarter of 2005 was below that of the fourth quarter of 2004 due to lower than expected ore grades and shorter vein lengths in certain areas of the mine. The same factors caused an increase in cash cost per ounce of silver for the fourth quarter of 2005 relative to the year-ago period. However, over the course of the fourth quarter and into early 2006, Galena has reported a trend of improved monthly production and indications of higher ore grades. As previously disclosed, the company is evaluating strategic alternatives for Galena and the associated assets of Coeur Silver Valley. The company has said those alternatives could include a possible sale of this subsidiary.

Increase in Proven and Probable Silver Reserves

As of Jan. 1, 2006, the company's proven and probable silvermineral reserves total 221.4 million ounces, a 13% increaserelative to the level of Jan. 1, 2005, largely due to increasesat the company's South American properties and the acquisitionsin Australia. Proven and probable gold mineral reserves at Jan.1, 2006, were 1.3 million ounces, and the company remainsoptimistic for expansion of gold reserves due to ongoingexploration drilling at Kensington, where Coeur has focused onfurther definition and expansion of its mineral resources andreserves.

Capital Investment and Balance Sheet Highlights

The company had $240.4 million in cash and short-terminvestments as of Dec. 31, 2005. Capital spending during thefourth quarter of 2005 totaled $31.7 million, primarilyassociated with the Kensington gold mine. For the full year2005, capital investment totaled $116.8 million, primarilyassociated with Kensington and the acquisitions of the Endeavorand Broken Hill assets in Australia. The company currentlyexpects capital investment in 2006 to approximate $182 million,primarily associated with Kensington, the resumption of a moreaggressive construction schedule at the San Bartolome silvermine in Bolivia, and the remaining payment on the Endeavoracquisition.

Update on Kensington Gold Project (Alaska)

As previously announced, the US Army Corps of Engineerstemporarily suspended the mine's Section 404. However, thecompany has continued to conduct construction activities notgoverned by the Section 404 permit. The company believes thepermit will be reinstated upon completion of the review, whichis expected in the first quarter of 2006.

Due to a broad increase in the cost of materials and suppliesimpacting the industry in general, the company retained anindependent engineering firm to review its capital cost estimatefor Kensington during the fourth quarter of 2005. As a resultof increased earthwork requirements, increased storm watermanagement programs, the costs associated with challenges to theproject's permits, and the general increase in commodity prices,the company currently estimates the total cost of constructionto be approximately $190 million. The project is expected tohave an annual production rate of 100,000 ounces and theestimated cash operating cost per ounce is expected to be $250.The company expects Kensington capital investment to totalapproximately $77 million during 2006. The company currentlyexpects that Kensington can begin operations during 2007.

During the second half of 2005, the company began an extensiveexploration program at Kensington designed to increase the sizeand geologic continuity of gold mineralization currently inindicated and inferred mineral resources. The company completed34,000 feet of core drilling from 74 drill holes. Of theseholes, 87% encountered gold mineralization equal to or greaterthan 0.12 ounces per ton, the cut-off for its mineral resources.In addition, 5,000 feet of core drilling was completed on itsadjacent Jualin property. The company continues to drill atboth properties and expects to update its mineral reserves andmineral resources at Kensington during 2006 as information isreceived.

Update on San Bartolome Silver Project (Bolivia)

An updated project review has confirmed the $135 million capitalcost estimates for the project, which is expected to produce 6to 8 million annual ounces of silver at a cash cost of $3.50 perounce. The Bolivian national election was recently completedwithout the necessity for a runoff, with the election ofPresident Evo Morales. The company is targeting mid-year 2006as the date to resume full-scale construction activities at thesite. Additional construction work planned for the first halfof 2006 includes the construction of access roads to and aroundthe site, rough-cut grading of the mill site, construction ofore stockpile areas, and the construction of a fence around theperimeter of the plant site area.

Coeur d'Alene Mines Corporation -- http://www.coeur.com/-- is the world's largest primary silver producer, as well as a significant,low-cost producer of gold. The Company has mining interests inNevada, Idaho, Alaska, Argentina, Chile, Bolivia and Australia.

* * *

As reported in the Troubled Company Reporter on Oct. 4, 2004,Standard & Poor's Ratings Services affirmed its 'B-' corporatecredit and senior unsecured debt ratings on Coeur D'Alene MinesCorporation and removed the ratings from CreditWatch, where theywere placed on June 1, 2004, with positive implications. S&P saidthe outlook is stable.

To resolve the matter, the Debtors agree to grant GECC an administrative claim for $277,332 in satisfaction of unpaid amounts allegedly owed.

The Debtors will continue making payments due under the Leases while they investigate whether the various equipment and aircraft leases that is the subject of the Leases are true leases or disguised financings. The Debtors reserve their rights to seek to recharacterize or avoid the transactions that are the subject of the Leases and any payments made under them.

Committee Objects

While the Official Committee of Unsecured Creditors supports the Debtors' and GECC's efforts to reach mutually satisfactory modifications to their business relationship, the Committee is concerned of the absence of specific provisions in the Stipulation like reserving the estates' rights to seek to recharacterize or avoid the transactions and payments made.

The Committee is also troubled by the absence of a provision that would condition the allowance of the Administrative Claim on either (a) an agreement among the Debtors, the Committee and GECC that the Equipment Lease is not a secured financing, or (b) entry of a final order by the U.S Bankruptcy Court for the Eastern District of Michigan that the Equipment Lease should not be recharacterized as a secured financing.

Thus, the Committee ask the Court to condition approval of the Stipulation on the inclusion of provisions ensuring that the Debtors' rights, claims and defenses in respect of the Transactions are preserved and enforceable against GECC and extending those rights to the Committee in addition to the Debtors.

Headquartered in Troy, Michigan, Collins & Aikman Corporation -- http://www.collinsaikman.com/-- is a global leader in cockpit modules and automotive floor and acoustic systems and is a leading supplier of instrument panels, automotive fabric, plastic-based trim, and convertible top systems. The Company has a workforce of approximately 23,000 and a network of more than 100 technical centers, sales offices and manufacturing sites in 17 countries throughout the world. The Company and its debtor-affiliates filed for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927). Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in its restructuring. Lazard Freres & Co., LLC, provides the Debtor with investment banking services. Michael S.Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors Committee. When the Debtors filed for protection from their creditors, they listed $3,196,700,000 in total assets and $2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)

COLLINS & AIKMAN: Balks at Pressure to Decide on Toyota Lease-------------------------------------------------------------Collins & Aikman Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Michigan to deny Toyota Motor Credit Corporation's request to compel the Debtors to assume or reject an equipment lease under a Master Lease Agreement dated Nov. 1, 1999.

The current deadline for the Debtors to assume or reject leases is May 10, 2006. According to Ray C. Schrock, Esq., at Kirkland & Ellis LLP, Toyota Motor Credit Corporation attempts to shorten the deadline with respect to its equipment leases but has offered no compelling reason that the Court should do so.

Mr. Schrock says the Debtors exhaustively have worked with TMCC to resolve issues between them. The Debtors believe that TMCC's request is a misguided attempt to use the Debtors' bankruptcy filing to receive more than its bargained-for rights under the Leases.

Mr. Schrock asserts that:

a. the Debtors are current on all postpetition amounts due under the Leases and continue to maintain full coverage insurance for the Equipment;

b. the Debtors provided TMCC with a list of plants that they have announced would be closed. This list should enable TMCC to confirm whether any of the Equipment is located at those plants and take actions necessary to protect its interest in the Equipment;

c. Although the Debtors' use of the Equipment may exceed the hours set forth in the Leases in some instances, the Leases explicitly contain hourly overtime charges to compensate TMCC for that use.

The Official Committee of Unsecured Creditors agrees with the Debtors' arguments.

Headquartered in Troy, Michigan, Collins & Aikman Corporation -- http://www.collinsaikman.com/-- is a global leader in cockpit modules and automotive floor and acoustic systems and is a leading supplier of instrument panels, automotive fabric, plastic-based trim, and convertible top systems. The Company has a workforce of approximately 23,000 and a network of more than 100 technical centers, sales offices and manufacturing sites in 17 countries throughout the world. The Company and its debtor-affiliates filed for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case No. 05-55927). Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represents C&A in its restructuring. Lazard Freres & Co., LLC, provides the Debtor with investment banking services. Michael S.Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors Committee. When the Debtors filed for protection from their creditors, they listed $3,196,700,000 in total assets and $2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)

CONSTAR INT'L: Lenders Waive Defaults & Alter Financial Covenants-----------------------------------------------------------------Constar International Inc. entered into an amendment and waiver to its Credit Agreement dated as of February 11, 2005, with:

Based in Philadelphia, Pennsylvania, Constar International --http://www.constar.net/-- is a leading global producer of PET (polyethylene terephthalate) plastic containers for food, softdrinks and water. The Company provides full-service packagingsolutions, from product design and engineering, to ongoingcustomer support. Its customers include many of the world'sleading branded consumer products companies.

* * *

As reported in the Troubled Company Reporter on Nov. 8, 2005,Moody's Investors Service downgraded these ratings at theconclusion of the review of Constar's ratings for possibledowngrade that was initiated on Sept. 21, 2005:

-- To B3 from B2 for the $220 million floating rate first mortgage note, due 2012

-- To Caa3 from Caa1 for the $175 million 11% senior subordinated note, due 2012

-- To B3 from B2 for the corporate family rating

The ratings outlook is negative.

As reported on the Troubled Company Reporter on Sept. 27, 2005,Standard & Poor's Ratings Services lowered its corporate creditrating on Constar to 'B-' from 'B'. At the same time, Standard & Poor's lowered its rating on the company's $220 million senior secured notes to 'CCC+' from 'B-' and its rating on the $175 million senior subordinated notes to 'CCC' from 'CCC+'. Theoutlook is negative. Constar had approximately $457 million intotal debt outstanding at June 30, 2005.

Net sales increased 13.6 percent in the fourth quarter of 2005 to $229.3 million compared to $201.8 million in the fourth quarter of 2004. This increase reflects the pass-through of higher resin prices, increased shipments of conventional and custom products and favorable foreign currency translations. The increase in net sales was partially offset by previously agreed to price reductions implemented to extend key long-term contracts and meet competitive pricing.

Gross profit in the fourth quarter of 2005 increased 13.6 percent to $11.6 million from $10.2 million in the fourth quarter of 2004. Depreciation of $6.0 million was $5.9 million lower in the quarter compared to the fourth quarter of 2004 because of a lower asset base (partially related to a 2005 third quarter non-cash asset impairment charge) and because of adjustments to depreciation estimates. Net of depreciation, gross profit in the fourth quarter of 2005 was down $4.5 million compared to the fourth quarter of 2004. This decrease reflects implementation of price decreases, increased freight cost, softness in the Company's European business and surges in resin and energy costs caused by the hurricanes in the Gulf Coast. The decrease was partially offset by increased unit sales, improved product mix, and better operating efficiencies in the U.S. business.

Selling, administrative and research and development expenses declined to $9.7 million in the fourth quarter of 2005 from $10.1 million in the fourth quarter of 2004. The savings were principally related to lower costs for Sarbanes-Oxley compliance activity.

Interest expense in the fourth quarter of 2005 was $10.1 million compared to $9.8 million in the prior year period as a result of higher average borrowings.

Other expense for the fourth quarter of 2005 was $0.3 million compared to other income of $25.0 million for the fourth quarter of 2004. Other income in the fourth quarter of 2005 includes a $1.5 million expense for settlement of a litigation matter. Other income in the fourth quarter of 2004 included income of $25.1 million for settlement of the OxbarT infringement suit.

The Company reported a net loss in the fourth quarter of $8.8 million compared to a net profit of $11.5 million in the fourth quarter of 2004. Excluding the impact of the $25.1 million settlement income in 2004 and the $1.5 million settlement expense in 2005, net loss decreased $6.4 million to a net loss of $7.3 million in the fourth quarter of 2005 compared to a net loss of $13.6 million in the fourth quarter of 2004.

Credit Agreement EBITDA in the fourth quarter declined to $7.5 million from $38.2 million in the fourth quarter of 2004. Excluding the impact of the $25.1 million settlement income in 2004 and the $1.5 million settlement expense in 2005, Credit Agreement EBITDA in the fourth quarter decreased $4.1 million to $9.0 million in the fourth quarter of 2005 compared to $13.1 million in the fourth quarter of 2004. This decrease was primarily due to lower gross profit excluding depreciation expense and higher foreign currency adjustments, partially offset by reduced operating expenses.

EBITDA is defined by the Company as net income (loss) before interest expense, provision for income taxes, depreciation and amortization. The Company's Credit Agreement adjusts EBITDA for certain items. In the fourth quarter of 2005, these adjustments were $0.7 million. In the fourth quarter of 2004, these adjustments were $1.9 million.

Michael J. Hoffman, Constar's President and Chief Executive Officer, commented, "In the fourth quarter of 2005, we experienced one of the most volatile periods of cost changes in our history, due mainly to the impact the Gulf Coast hurricanes had on the petrochemical industry. Surges in energy and resin costs made it difficult to manage the pass through of these increased costs to our customers and we absorbed cost increases in excess of our expectations. However, by the end of the quarter, we were passing through a significant portion of these increases. Also promising was our implementation of a strategic pricing initiative that addressed margins in the customer contracts that were renewed during the fourth quarter. Constar is committed to improving operating performance, cash flow and liquidity while continuing to provide quality products and service to its customers."

Full Year Results

Net sales increased 15.5 percent in 2005 to $975.0 million compared to $844.2 million in 2004. This increase reflects the pass-through of higher resin prices, increased shipments of conventional and custom products and favorable foreign currency translations. The increase in net sales was partially offset by previously agreed to price reductions implemented to extend key long-term contracts and meet competitive pricing.

Gross profit decreased $4.2 million, or 9.0 percent, to $42.2 million in 2005 from $46.4 million in 2004. Gross profit, net of depreciation expense, was $82.3 million in 2005 compared to $97.5 million in 2004. Approximately $5.1 million of the decline in gross profit is related to our European operations. Other factors contributing to the decrease in gross profit were previously agreed price concessions implemented to extend key contracts and meet competitive pricing, higher resin costs, and higher utility and shipping costs. These cost increases were partially offset by increased unit sales, improved product mix and reduced spending in warehousing and product handling costs.

Selling, administrative and research and development expenses declined to $31.9 million in 2005 compared to $33.8 million in 2004. The savings were principally related to lower costs for Sarbanes-Oxley compliance activity.

Other expense was $1.1 million in 2005 compared to other income of $24.9 million in 2004. The change was principally due to the $25.1 million litigation settlement recorded as other income in 2004 and a $1.5 million expense for a legal settlement in 2005.

The Company incurred non cash charges in 2005 of $22.2 million for an asset impairment charge and $10.0 million for the write-off of deferred financing costs and other fees.

Interest expense was $38.9 million in 2005 compared to $39.8 million in 2004, reflecting lower interest rates that were partially offset by higher average debt levels in 2005.

The Company reported a net loss of $60.0 million for 2005 compared to a net loss of $6.8 million in 2004. Excluding the impact of the $25.1 million legal settlement income in 2004, the non-cash asset impairment charge of $22.2 million in 2005, the non-cash write-off of deferred financing costs of $10.0 million in 2005 and the $1.5 million legal settlement expense in 2005, net income increased $5.6 million to a net loss of $26.3 million or $2.16 loss per diluted share in 2005 compared to a net loss of $31.9 million or $2.65 loss per diluted share in 2004.

2005 Credit Agreement EBITDA was $51.6 million compared to $90.8 million in 2004. Excluding the impact of the $25.1 million settlement income in 2004 and the $1.5 million settlement expense in 2005, Credit Agreement EBITDA decreased $12.7 million to $53.1 million in 2005 compared to $65.7 million in 2004. This $12.7 million decrease resulted from lower gross profit net of depreciation partially offset with lower selling, administrative and research and development expenses.

2005 Credit Agreement EBITDA adjustments were $36.3 million, primarily composed of the $22.2 million non-cash asset impairment charge related to European operations and $10.0 million for the non-cash write-off of deferred financing costs at the time of the Company's debt refinancing. 2004 Credit Agreement EBITDA adjustments were $3.4 million. Credit Agreement EBITDA is not a GAAP-defined measure and may not be comparable to adjusted EBITDA as defined by other companies. Management believes that investors, analysts and other interested parties view our ability to generate Credit Agreement EBITDA as an important indicator of our operating performance. Management also believes that Credit Agreement EBITDA is a useful measure in understanding trends because it eliminates various non-operational and non-recurring items. In addition, Credit Agreement EBITDA facilitates comparisons to operating performance in prior periods, and is used by the Company in setting incentive plan targets.

Based in Philadelphia, Pennsylvania, Constar International --http://www.constar.net/-- is a leading global producer of PET (polyethylene terephthalate) plastic containers for food, softdrinks and water. The Company provides full-service packagingsolutions, from product design and engineering, to ongoingcustomer support. Its customers include many of the world'sleading branded consumer products companies.

* * *

As reported in the Troubled Company Reporter on Nov. 8, 2005,Moody's Investors Service downgraded these ratings at theconclusion of the review of Constar's ratings for possibledowngrade that was initiated on Sept. 21, 2005:

-- To B3 from B2 for the $220 million floating rate first mortgage note, due 2012

-- To Caa3 from Caa1 for the $175 million 11% senior subordinated note, due 2012

-- To B3 from B2 for the corporate family rating

The ratings outlook is negative.

As reported on the Troubled Company Reporter on Sept. 27, 2005,Standard & Poor's Ratings Services lowered its corporate creditrating on Constar to 'B-' from 'B'. At the same time, Standard & Poor's lowered its rating on the company's $220 million senior secured notes to 'CCC+' from 'B-' and its rating on the $175 million senior subordinated notes to 'CCC' from 'CCC+'. Theoutlook is negative. Constar had approximately $457 million intotal debt outstanding at June 30, 2005.

As reported in the Troubled Company Reporter on March 6, 2006, the Debtor tapped Advanced Insurance to provide expert advice in connection with the analysis and adjudication of alleged claims asserted by National Union Fire Insurance Company.

Edward J. Priz, the president at Advanced Insurance, is one of the lead professionals from his Firm performing services to the Debtor. Mr. Priz disclosed that Advanced Insurance received a $3,000 retainer. Mr. Priz charges $150 per hour for his services.

Headquartered in Los Angeles, California, CRI Resources Inc. provides demolition services. The Company filed for chapter 11 protection on March 1, 2005 (Bankr. C.D. Calif., L.A. Div., Case No. 05-13899). Stephen F. Biegenzahn, Esq., at Biegenzahn Weinberg represents the Debtor's restructuring. When the Company filed for protection from its creditors, it listed total assets of $5,243,614 and total debts of $43,078,461.

This action follows the Phoenix, Arizona-based company's announcement that it has uncovered accounting irregularities and will postpone the release of its 2005 fourth-quarter results.

CSK Auto does not yet know which periods it will need to restate, or by how much. Moreover, high debt to EBITDA levels may persist longer than expected, given the company's softer-than-anticipated performance. Management provided guidance that same-store sales for the fourth quarter were roughly flat.

"Given the uncertainty of the company's historical financial statements and ineffective internal controls, we are unable to gauge the potential impact on the credit ratings," said Standard & Poor's credit analyst Stella Kapur.

While CSK Auto anticipates that the accounting errors and irregularities are related mainly to its inventories and vendor allowances, Standard & Poor's believes that these restatements will also likely impact the company's historical costs of goods sold and overall profitability levels. Standard & Poor's will closely monitor developments on the company's financial restatements.

CURATIVE HEALTH: Files for Chapter 11 Protection in New York------------------------------------------------------------Curative Health Services, Inc., aka Curative Health Services Parent Holding Company, and 14 of its subsidiaries filed for Chapter 11 protection with the U.S. Bankruptcy Court for the Southern District of New York on March 27, 2006.

A Case Summary providing details extracted from the Debtors' chapter 11 petitions and a list of the Debtors' 41-largest unsecured creditors appeared in yesterday's edition of the Troubled Company Reporter.

The Debtors commenced bankruptcy proceedings pursuant to an agreement with members of an Ad Hoc Committee collectively holding approximately 78.8% of Curative's $185 million 10-3/4% Senior Notes due 2011 to support a consensual financial restructuring ofthe company through a pre-arranged chapter 11 plan of reorganization.

Liquidity Issues

Curative, through its subsidiaries, operates a Specialty Infusion business unit and a Wound Care Management business unit to treat patients suffering from serious acute or chronic medical conditions.

Since June 2004, the Debtors have faced various issues that negatively affected its liquidity and its ability to pay its debts. Revenue declined as a result of:

-- the State of California's move to reduce blood-product reimbursement;

-- the federal government's reduction in blood-product reimbursement;

-- poor performance of its new branches; and

-- the resignation of certain customer sales and service representatives.

In addition to weakening sales, the Debtors also face potential claims from three independent retail California pharmacies that the Department of Health Services charged with improper reimbursement. The pharmacies, which sourced certain products from Apex and eBioCare, has informed the Debtors that they would seek indemnification if the DHS requires them to return any overpayments. Apex and eBioCare estimate the range of loss to be anywhere from zero to $39.3 million.

Debt Defaults

Curative issued the Senior Notes on April 23, 2004, in connection with the purchase of Critical Care Systems, Inc. The Company defaulted on approximately $9.9 million of interest payments due under the Notes on Nov. 30, 2005. As of March 15, 2006, approximately $185 million in aggregate principal amount and approximately $16.4 million in accrued interest were due and outstanding on the Senior Note.

Curative's Senior Note default also triggered a default under its Existing Credit Facility with General Electric Capital Corporation. As of March 15, 2006, approximately $31.3 million was drawn and outstanding under the Existing Credit Facility.

Under the terms of a forbearance agreement with the Debtors, GE agreed to waive conditional forbearance fees resulting from the default. GE will also extend debtor-in-possession and exit financing on behalf of the Debtors.

Prepackaged Plan

John C. Prior, Curative Health Services, Inc.'s Chief Operating Officer, tells the Bankruptcy Court that the Prepackaged Plan achieves a consensual de-leveraging of the Debtors' consolidated balance sheet and ensures that the Debtors will be private companies upon emergence from bankruptcy protection.

-- Secured Bank Claims will be paid in full from the proceeds of the DIP Financing;

-- Curative Other Secured Claims, Apex Other Secured Claims and eBioCare Other Secured Claims will be unimpaired;

-- Curative Other Priority Claims, Apex Other Priority Claims and eBioCare Other Priority Claims will be unimpaired;

-- each holder of a Senior Note Claim will receive a cash payment of approximately 54.9% of its Senior Note Claim, unless a holder of a Senior Note Claim:

a) is an accredited investor or qualified institutional buyer;

b) holds Senior Notes in an aggregate principal face amount equal to or greater than $1 million; and

c) elects to receive its Pro Rata Share of New CURE Stock and Cash Consideration the value of which, on the Effective Date, will not exceed approximately 54.9% of such holder's Senior Note Claim;

-- each holder of a Curative General Unsecured Claim, Apex General Unsecured Claim and/or eBioCare General Unsecured Claim will receive a promissory note in face amount equal to approximately 56.0%, 5.2% and 5.9% of its respective Curative General Unsecured Claim, Apex General Unsecured Claim or eBioCare General Unsecured Claim, unless the holder elects to receive a cash payment in an amount equal to 50% of the face amount of such holder's applicable promissory note;

-- Intercompany Claims will be extinguished or cancelled by setoff, contribution or other method determined by the Debtors;

-- Equity Interests will be cancelled;

-- 100% of the New CURE Stock will be held by Electing Senior Noteholders and certain Rights Holders; and

-- Executory contracts and unexpired leases will be assumed.

On Feb. 6, 2006, the Debtors circulated the Disclosure Statement in support of the Prepackaged Plan. Mr. Prior says that the Debtors have obtained the requisite votes to confirm the Prepackaged Plan and they intend to proceed towards swift confirmation of the Plan.

A full-text copy of the Debtors' Disclosure Statement explaining their Prepackaged Joint Chapter 11 Plan of Reorganization is available for a fee at:

Headquartered in Nashua, New Hampshire, Curative Health Services, Inc. -- http://www.curative.com/-- provides Specialty Infusion and Wound Care Management services. The company and 14 of its affiliates filed for chapter 11 protection on Mar. 27, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-10552). Brian E. Greer, Esq., and Martin N. Flics, Esq., at Linklaters, represent the Debtors in their restructuring efforts. The Debtors financial condition as of Sept. 30, 2005 showed $155,000,000 in total assets and $255,592,000 in total debts.

DANA CORP: Ad Hoc Panel Balks at Restricted Stock & Debt Trading ----------------------------------------------------------------As reported in the Troubled Company Reporter on Mar. 22, 2006, Dana Corporation and its debtor-affiliates sought and obtainedpermission on an interim basis from the U.S. Bankruptcy Court forthe Southern District of New York, to establish notification andhearing procedures on claim and equity security transfers.

The Ad Hoc Committee complains that the Trading Procedures place extreme burdens on claimholders and would effectively halt all transactions in Claims by Substantial Claimholders.

Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York, argues that the Debtors have failed to provide any evidentiary basis to establish that the extraordinary limitations on the public markets are warranted.

Mr. Hansen notes that in a press release dated January 17, 2006, in connection with a valuation allowance made by the Debtors in October 2005, it was reported that "Dana believes it is no longer more likely than not that the company will be able to utilize [its deferred tax assets]." The Debtors' own words, according to Mr. Hansen, admit of the fact that the relief the Debtors seek will result in only one benefit to the Debtors -- control over parties seeking to aggregate large debt positions against the Debtors and take control over a reorganization process designed primarily for their benefit.

Mr. Hansen argues that the Debtors fail to establish that prior restraints on the trading of Claims by Substantial Claimholders are necessary to achieve the goal of preserving NOLs. In addition, the Debtors present no evidence that that the Debtors' estates would ultimately be able to realize any value from these tax attributes at all.

On the other hand, the likely effect of the system proposed by the Debtors would be to shift the balance of control between the Debtors and creditors in connection with the formulation, voting and eventual confirmation of a proposed plan of reorganization by permitting the Debtors to exert total control over the accumulation of Claims, Mr. Hansen avers.

Moreover, the Debtors' request also fails to meet the standards for injunctive relief, particularly of the magnitude requested. Mr. Hansen asserts that the Debtors must commence an adversary proceeding and provide proof, in an evidentiary hearing, that the NOLs exist, that the NOLs have a readily ascertainable value, and that there is a strong likelihood that they will be available in the future for use to support a confirmable plan that satisfies the myriad requirements of Section 382(l)(5) of the Internal Revenue Code.

Even if the Debtors are capable of presenting evidence that the NOLs exist, and the Court is satisfied that restrictions on the trading of claims are necessary, the Ad Hoc Committee maintains that the far overreaching terms of the Trading Procedures is inappropriate.

The Ad Hoc Committee asks the Court to approve a more narrowly tailored set of procedures.

The members of the Ad Hoc Committee hold Dana 6.5% Notes Due 2008, 6.5% Notes Due 2009, 9.0% Notes Due 2011, 5.58% Notes Due 2015, 7% Notes Due 2028, and 7% Notes Due 2029. As of the Petition Date, they hold approximately 38% of the aggregate outstanding principal amount of the Debtors' bond obligations.

More Objections

A) Wilmington Trust

Wilmington Trust Company, the indenture trustee for more than $1.6 billion principal amount of outstanding bonds issued by Dana Corp., asserts that the Debtors' request should be denied on these grounds:

(1) The vast majority of the bondholders have not been provided notice of the Debtors' request, yet the requested relief will significantly impact the value of all of the outstanding bonds;

(2) The Trading Procedures would preclude large bondholders or groups from negotiating the terms of a reorganization plan with the Debtors and taking other active positions in the Debtors' Chapter 11 cases, even though the holders are likely to become the owners of the reorganized company and will be the parties most affected by the management's decisions throughout the bankruptcy cases;

(3) The Debtors have failed to offer any evidence as to the true value of the NOLs they purportedly seek to protect or of their ability to utilize them to offset post- reorganization income; and

(4) The Debtors have failed to properly bring their request in the context of a properly filed adversary proceeding.

B) Market Maker Objectors

Citigroup Inc., JPMorgan Chase & Co., Lehman Brothers Inc., Merrill Lynch & Co., Morgan Stanley & Co., Inc., and UBS Securities LLC, assert that they and other parties-in-interest should be given ample time to review the Trading Procedures before the Court restrains the public securities markets.

The Market Maker Objectors believe that immediate injunctive relief relating to the Dana Debt Claims to protect the Debtors' NOLs is inappropriate and not supported by the law or the facts.

James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New York, explains that the Debtors could still retain the ability to utilize Section 382(l)(5) by seeking to require holders of Dana Debt Claims to dispose of claims prior to the consummation of a plan of reorganization as necessary to bring those holders below the 5% threshold for post-plan equity ownership. The sell-down remedy has been advocated by The Bond Market Association and the Loan Syndications and Trading Association -- two leading credit market organizations -- as a reasonable compromise that balances the interests of debtors and the trading markets while eliminating the risk of litigation.

Mr. Bromley relates that the Market Maker Objectors argued successfully to limit NOL-based trading restrictions in the recent Chapter 11 proceedings of Northwest Airlines Corporation, Delta Air Lines, Inc., and Delphi Corporation. Through the Objectors' efforts, the sell-down remedy eventually was adopted in each of the Northwest, Delta and Delphi cases, reversing the very draconian relief that was sought in those cases on an emergency basis.

Mr. Bromley further points out that the Debtors have proposed a modified sell-down remedy, admitting that debt trading prior to consummation is not per se harmful. Given the Debtors' general support of a sell down remedy, therefore, there is no legal, financial or logical justification to impose significant restrictions on purchases and sales of Dana Debt Claims.

Additionally, Mr. Bromley reminds the Court that under a special elective regime provided by Section 382(l)(5), a debtor's ability to utilize NOLs will not be limited by Section 382 on a going-forward basis if these four conditions are met:

1. As a result of the reorganization, at least 50% of the reorganized debtor's stock is owned by former shareholders of the corporation or "qualified creditors." The term "qualified creditors" as a general matter includes:

(i) creditors that have owned their debt claims for at least 18 months prior to the bankruptcy filing date;

(ii) any market purchaser of debtor claims that will hold less than 5% of the equity of the debtor following the reorganization; and

(iii) trade creditors;

2. The debtor does not undergo any subsequent "ownership change" during the two years following the consummation of the plan of reorganization. If a corporation fails this requirement after availing itself of the benefits of Section 382(l)(5), the corporation's pre-change NOLs will Be completely eliminated, not just subject to the general Section 382 limitations;

3. The debtor does not take a tax deduction for any interest paid or accrued during a period ranging from three to four years immediately preceding the consummation of the plan of reorganization in respect of debt that is later converted into stock pursuant to the plan; and

4. The debtor effectively elects to rely on Section 382(l)(5).

"Market trading in Dana Debt Claims after the Petition Date cannot cause the Debtors to fail to meet [these] requirements, and thus cannot cause the Debtors to lose the benefits of Section 382(l)(5) (should they elect to employ it), prior to the exchange of such Dana Debt Claims for stock upon a consummation of a plan of reorganization," Mr. Bromley tells the Honorable Burton R. Lifland.

Mr. Bromley also notes that the entire regime of orders protecting NOLs is based on a single case, a generation-old Second Circuit decision, In re Prudential Lines Inc., 928 F.2d 565 (2d Cir. 1991), aff'g 119 B.R. 430 (S.D.N.Y. 1990), aff'g 107 B.R. 832 (Bankr. S.D.N.Y. 1989), the sui generis facts of which have no application to the current situation.

According to Mr. Bromley, Judge Easterbrook's recent opinion in In re UAL Corp., 412 F.3d 775 (7th Cir. 2005), flatly contradicts the Debtors' contention that claims trading constitutes an act to obtain possession of or exert control over property of the estate -- the only acts proscribed by Section 362(a)(3) of the Bankruptcy Code.

Mr. Bromley also notes that the relief sought by the Debtors is injunctive in nature and must be sought by the commencement of an adversary proceeding. The Debtors must also be required to provide strong proof in an evidentiary hearing held on notice and with an opportunity for discovery and effective cross-examination, that the NOLs exist, that the NOLs have a readily ascertainable value, and that there is a strong likelihood that they will be available in the future for use to support a confirmable plan that satisfies the limitations of Section 382(l)(5).

Dana reports general unsecured claims of $2.25 billion. However, according to Mr. Bromley, given the high likelihood of additional substantial claims being asserted, the threshold established in the Procedures is artificially low and overly restrictive for holders of Dana Debt Claims.

DANA CORP: Pays Sypris $12 Mil. to Continue Postpetition Supply---------------------------------------------------------------As reported in the Troubled Company Reporter on Mar. 14, 2006,Dana Corporation and its debtor-affiliates sought and obtainedauthority from the U.S. Bankruptcy Court for the Southern District of New York, to pay prepetition foreign vendors claims. The Debtors estimated that the maximum amount to be paid to Foreign Vendors is approximately $79,500,000.

The Debtors informed the Court that Sypris Technologies, Inc. refused to perform its postpetition obligations under an executory contract due to the Debtors' failure to pay the vendor's prepetition claim.

The Debtors conditionally paid Sypris' $12,000,000 claim to ensure the uninterrupted flow of the vendor's products.

Sypris provides parts for all of Dana Corp.'s commercial vehicle applications as well as light vehicle operations. In 2005, Dana purchased over $110,000,000 in products from Sypris.

The Debtors asked the Court to direct Sypris to show cause why they should not be held in violation of Sections 362 and 365 of the Bankruptcy Code and why it should not be compelled to return the Provisional Payment.

Settlement Discussions

The Debtors engaged in negotiations with Sypris. Subsequently, the Court signed an agreed temporary restraining order directing Sypris to comply with and fulfill all contractual obligations to the Debtors and their affiliates, including, without limitation, by providing 45-day payment terms to the Debtors and their affiliates and by providing goods to all locations of the Debtors and their affiliates on a timely basis.

To the extent necessary to ensure timely delivery of goods to the Debtors and their affiliates, Sypris will use premium shipping at its sole cost. Sypris may file an administrative claim for any additional premium shipping costs, and the Debtors reserve the right to contest any claim. The Debtors and their affiliates likewise will provide premiums shipping at their own cost to the extent necessary to meet delivery schedules to Sypris.

DELTA AIRLINES: Wants to Walk Away from Delta Stock Option Pact---------------------------------------------------------------Delta Air Lines, Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the Southern District of New York for authority to reject an executory contract governing certain Delta Stock Options pursuant to Section 365(a) of the Bankruptcy Code.

The Debtors tell the Court that prior to filing for bankruptcy, they issued option-based instruments to their employees and directors, the value of which is keyed to the value of Delta Air Lines, Inc.'s common stock. These instruments include restricted stock, non-qualified stock options, stock appreciation rights, and deferred common stock.

Approximately 93,000,000 Delta Stock Options remain outstanding, held by approximately 70,000 current and former employees and directors, and their transferees.

The Debtors relate that the Delta Stock Options have exercise prices ranging from $2.97 to $62.63 per share. However, because the market price of Delta's common stock has remained below $1.00 per share at all times since the Sept. 14, 2005, the Delta Stock Options have little or no economic value.

For 2006, the Debtors expect to incur $305,000 for maintaining, administering and accounting for the Delta Stock Options. The Debtors will also incur additional costs associated with new accounting procedures required in 2006 and thereafter.

Limit Notice of Rejection

Under the Case Management Order, the Debtors may be required to serve all 70,000 Option Holders with the Rejection Motion, notwithstanding the public availability of the document.

However, the Debtors are wary that many Option Holders might not be in a position to understand the effect of the Rejection Motion, the terms of which were not drafted for an audience of laypersons. Many of the Option Holders might well believe that they must respond to the Rejection Motion, causing needless concern and generating unnecessary paperwork.

In light of the almost-certain reality that the Delta Stock Options have no practical economic value, and that their rejection will have no impact on the Option Holders, the Debtors sought and obtained the Court's consent to serve the Rejection Motion only on:

DELTA AIRLINES: Wants Until May 31 to File Schedules----------------------------------------------------Delta Air Lines, Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the Southern District of New York to further extend until May 31, 2006, their deadline to file schedules of assets and liabilities, schedules of current income and expenditures, schedules of executory contracts and unexpired leases, and statements of financial affairs.

The Debtors tell the Court that they have consulted the U.S. Trustee and the Official Committee of Unsecured Creditors and both have given their consent to the extension.

The Debtors say that they Debtors need to compile enormous information to prepare their Schedules. The Debtors have mailed notices to more than 350,000 potential creditors, and anticipate listing in their Schedules nearly 18,000 executory contracts, 750 pending litigations and more than 10,000 payments made within 90 days prior to filing for bankruptcy. When completed, the Debtors' Schedules will be approximately 6,500 pages long. Given the enormity of the task of reviewing and compiling all of the data, the Debtors believe that it would be difficult for them to properly and accurately complete the Schedules in time to meet the March 28, 2006 deadline.

Additionally, numerous significant business and legal issues have arisen in just the past few months that have required and will continue to require a great deal of attention, Mr. Huebner relates. The Debtors' employees and professionals have recently devoted much time and effort to:

(i) address issues raised by numerous airport lessors and holders and trustees of airport-related financial instruments and analyzing the Debtors' airport leases and financings to permit future planning of these leases and financings;

(vi) analyze a significant number of nonresidential real property leases and executory contracts in order to determine whether to assume or reject them; and

(vii) continue to evaluate the Debtors' many aircraft financing arrangements in light of Bankruptcy Code section 1110 and conducting negotiations with numerous counterparties.

Moreover, the Debtors have lost several important personnel in the last two months, including their Senior Vice President of Restructuring.

Mr. Huebner also notes that Northwest Airlines Corporation and its subsidiaries, which filed Chapter 11 petitions within minutes of the Debtors, were recently granted an extension of the deadline to file their Schedules until May 1, 2006.

Mr. Huebner points out that the Debtors are much larger than Northwest Airlines, thereby making the preparation of their extensive Schedules more arduous and time-consuming. By many metrics, including both assets and liabilities, the Debtors are more than 50% bigger than Northwest. Still, despite being considerably larger than Northwest, the Debtors are asking for only a few weeks more than Northwest has already been granted in which to file their Schedules.

DELTA AIRLINES: Section 341(a) Meeting Adjourned Sine Die--------------------------------------------------------- Deirdre A. Martini, the U.S. Trustee for Region 2, tells the U.S. Bankruptcy Court for the Southern District of New York that she did not object to Delta Air Lines, Inc. and its debtor-affiliates' request to extend until May 31, 2006, their deadline to file schedules and statements of financial affairs.

Consequently, Ms. Martini adjourned the Section 341 meeting of the Debtors' creditors at a date yet to be determined.

The Sec. 341 Meeting of Creditors is required in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors.

The Company filed an amended quarterly report to restate its 2003 financial statements to correct an error made while recording the acquisition of Wichita Development Corporation.

The restated 2003 statements increased the net loss by $1 million and established the purchase price payable liability of $1 million. The effect of the restatement in those financial statements is that the accumulated deficit for 2004 and 2003 increased by $1 million and the purchase price payable liability for $1 million is reflected on the balance sheets for 2005.

For the three months ended Sept. 30, 2005, Diversified Financial earned $687,375 in net income, compared to a $1,081,958 net loss for the three months ended Sept. 30, 2004. For the quarters ended Sept. 30, 2005 and 2004, the Company did not report any revenues.

Headquartered in San Diego, California, Diversified Financial Resources Corporation is currently a holding company with real estate investment operations. The Company's plan is to create and manage a diverse comprehensive portfolio of companies operating in several industries. Currently, Diversified Financial is focusing its resources on two industry sectors, including Land and Natural Resources and Real Estate Investments. The Company is currently in the process of fully developing its business plan.

Allen & Vellone is expected to investigate, and if necessary, pursue potential lender liability claims or actions against the Debtor's primary secured lender, American National Bank.

Mr. King tells the Court that the lead attorneys in this engagement are Patrick D. Vellone, Esq., and Mark A. Larson, Esq. Mr. King discloses that Mr. Vellone bills $325 per hour and Mr. Larson bills $180 per hour.

Mr. Vellone, shareholder of Allen & Vellone, assures the Court that the Firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code.

The rating action is based on much weaker-than-anticipated operating results for the fourth quarter ended Dec 31, 2005, and deteriorating credit measures.

"We believe that merchandising issues remain very challenging for Eddie Bauer, and that sales trends will be under pressure through the first half of 2006," said Standard & Poor's credit analyst Ana Lai.

Based on its weak performance, there is a likelihood that the company may not be in compliance with financial covenants under its senior secured term loan for the quarter ending March 31, 2006.

* its poor operating performance since its emergence from bankruptcy in June 2005;

* a weakening financial profile; and

* its participation in the highly competitive and fragmented specialty apparel retailing industry, which is characterized by substantial seasonality and fashion risk.

These risks are tempered by Eddie Bauer's recognized brand and diversified distribution channels.

Operating results have been much weaker than expected since Eddie Bauer emerged from bankruptcy in June 2005. Sales at its retail and direct channels declined in the important fourth quarter ended Dec. 31, 2005, due to merchandising mistakes in its redesigned fall apparel lines. Comparable-sales at the retail channel declined 4.3% in the third quarter ended September 2005, and trends have remained negative, with comparable-store sales declining at about 7.8% through Dec. 10, 2005, while sales at its direct channel have also decreased.

G+G RETAIL: Court Fixes May 15 as General Claims Bar Date ---------------------------------------------------------The United States Bankruptcy Court for the Southern District of New York, set May 15, 2006, at 5:00 p.m., as the deadline for all creditors owed money by G+G Retail, Inc., on account of claims arising prior to Jan. 25, 2006, to file their proofs of claim.

Creditors must file written proofs of claim on or before the May15 claims bar date and those forms must be delivered to:

If by overnight courier or hand delivery:

United States Bankruptcy Court Southern District of New York G+G Retail, Inc., Claims Processing Alexander Hamilton Custom House One Bowling Green New York, NY 10004-1408

Headquartered in New York, New York, G+G Retail Inc. retailsladies wear and operates 566 stores in the United States andPuerto Rico under the names Rave, Rave Girl and G+G. The Debtorfiled for Chapter 11 protection on Jan. 25, 2006 (Bankr.S.D.N.Y. Case No. 06-10152). William P. Weintraub, Esq., LauraDavis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.Hehn, Esq., at Pachulski, Stang, Ziehl, Young & Jones P.C.represent the Debtor in its restructuring efforts. When theDebtor filed for protection from its creditors, it estimatedassets of more than $100 million and debts between $10 millionto $50 million.

GENERAL MOTORS: Files 2005 Annual Report with SEC-------------------------------------------------General Motors Corp. (NYSE: GM) finalized its 2005 financial results and filed its annual report on Form 10-K with the Securities and Exchange Commission. In addition, GM also included restated results for the years 2000-2004 on Form 10-K/A.

GM concluded its internal review involving the classification of cash flows principally at Residential Capital Corp., the residential mortgage subsidiary of GMAC. Revisions were made to the consolidated statement of cash flows for GM for 2002-2004, while the 2005 annual statement of cash flows was finalized and reported for the first time as part of the 10-K filing. These restatements do not affect GM's, GMAC's or ResCap's income statements, balance sheets, or the net cash flows for any of the affected periods. In addition, these revisions to consolidated cash flows do not affect GM's cash flows from automotive operations.

In concluding the review, GM determined that the cash flows related to certain mortgage activities were not appropriately classified as either operating cash flows or investing cash flows. As a result, GM restated its financial statements relating to 2002-2004, and for the first three quarters of 2005. These changes reduced operating cash flows and increased investing cash flows in each respective period by the same amount.

GM previously disclosed that it was restating its financial results for the calendar-year periods 2000-2004 and the first quarter of 2005 as a result of revisions in a number of other accounting areas.

Furthermore, as a result of cash flow adjustments mentioned above and other previously announced adjustments, GM concluded its consolidated financial statements for 2002-2004 and for the first three quarters of 2005 should no longer be relied upon.

A full-text copy of the 2005 Financial Results and Annual Report on Form 10-K is available at no charge at

General Motors Corp. -- http://www.gm.com/-- the world's largest automaker, has been the global industry sales leader for 75 years. Founded in 1908, GM today employs about 327,000 people around theworld. With global headquarters in Detroit, GM manufactures itscars and trucks in 33 countries. In 2005, 9.17 million GM carsand trucks were sold globally under the following brands: Buick,Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,Pontiac, Saab, Saturn and Vauxhall. GM operates one of theworld's leading finance companies, GMAC Financial Services, whichoffers automotive, residential and commercial financing andinsurance. GM's OnStar subsidiary is the industry leader invehicle safety, security and information services.

* * *

As reported in the Troubled Company Reporter on Mar. 21, 2006,Moody's Investors Service placed the B2 long-term rating ofGeneral Motors Corporation on review for possible downgrade andlowered the company's Speculative Grade Liquidity to SGL-2 fromSGL-1. Moody's also changed the review status of General MotorsAcceptance Corporation's Ba1 long-term rating to "review forpossible downgrade" from "review with direction uncertain" andconfirmed GMAC's Not Prime short-term rating. In addition,Moody's changed the review status of ResCap's senior unsecuredBaa3 and short-term Prime-3 ratings to "review for possibledowngrade" from "review with direction uncertain." These ratingactions follow GM's announcement that it will delay filing itsannual report on Form 10-K with the SEC due to an accounting issueregarding the classification of cash flows at ResCap, theresidential mortgage subsidiary of GMAC.

Moody's does not rate the company's $250 million senior secured revolving credit facility, maturing 2010; or approximately $15 million of other debt.

The change in rating outlook to stable reflects Moody's view that Gold Kist's ratings are unlikely to be upgraded over the near term. The view reflects the rapid and significant deterioration in the company's financial performance, very difficult conditions in the US poultry industry in general, and the heightened event risk of an avian influenza outbreak in the US.

Conditions in the poultry industry have taken a dramatic negative turn in the past 3-4 months from its cyclical peak in 2004-2005. High pathogenic avian influenza continues to spread across the globe and has become a major concern in certain key export markets for American poultry products. A precipitous decline in chicken demand from several of these markets has resulted in a glut of chicken products and a sharp decline in chicken prices domestically.

On Feb. 6, 2006, Gold Kist announced that first quarter ended Dec. 31, 2005, operating income fell almost 75% largely due to weak industry conditions. Although Gold Kist generated solid cash flow in the past when the chicken industry was at peak of its cycle and its current financial metrics appear healthy for its current B1 rating, Moody's expects these ratios to deteriorate significantly over the near term.

Should an AI outbreak occur in the US, the country's trading partners would likely restrict US chicken imports and consumers could reduce consumption; both developments would have negative repercussions for US chicken processors. The stable outlook reflects Moody's opinion that the current B1 rating level appropriately captures known business and liquidity risks over the rating horizon, and is more reflective of the company's near-term financial profile. It also reflects Moody's expectation that Gold Kist will be able to sustain 3-year average Debt/EBITDA in the 4.0-5.0X range.

Over time, positive rating pressure could build if:

1) event risk from a US avian influenza outbreak ebbs;

2) the company is able to sustain solid operating performance and financial flexibility even as industry conditions weaken; and

3) Gold Kist continues to develop a track record as a well-run publicly traded company.

Upward rating momentum would also require the company to be able to sustain 3-year average Debt/EBITDA of 3.5X or lower, with free cash flow to debt in the 6% - 8% range. Conversely, ratings could come under downward pressure if 3-year average Debt/EBITDA climbs above 6X, if it exceeds 7.5X during an industry downturn, and if free cash flow turns negative for a prolonged period.

The downgrade of Gold Kist's speculative liquidity rating to SGL-2 from SGL-1 reflects Moody's expectation that materially weaker financial performance could result in tightened financial covenants in the next twelve months. In December 2005, the company amended and restated its committed senior secured bank credit facility to increase the commitment to $250.0 million and to amend financial covenants. The main financial covenants are a minimum LTM fixed charge ratio of 1.25x, and a maximum total debt to LTM EBITDA ratio of 3.25x.

Moody's expects the cushion with respect to each of these covenants to tighten over the next year as a result of sharply weaker financial performance. Should cash flow continue to deteriorate, Moody's expects that the fixed charge ratio will come under most pressure in the second half of FY 2006. Still, a SGL-2 represents good liquidity. Over time, Gold Kist has built up large cash balances as a result of very favorable poultry markets during 2004 and 2005, enabling the company to reduce debt and minimize debt amortization in the near term. Moody's expects that existing cash balances and internal cash flow generation will cover cash needs over the next year.

As of Dec. 31, 2005, the company had no drawings under its $250 million revolver, but had approximately $54 million of letters of credit issued under it. Gold Kist's assets are fully pledged, limiting asset sales as an alternative source of liquidity. Moody's also anticipates that Gold Kist's bank group would likely provide temporary financial covenant relief during 2006 should it become necessary.

Moody's considered Gold Kist's ratings in the context of the key rating drivers cited in Moody's Rating Methodology for Global Natural Product Processors.

1) Scale and diversification -- Gold Kist is the third largest US chicken processor, with an estimated market share of about 9%, well behind Tyson and Pilgrim's Pride. Gold Kist has a strong regional presence in the southeast US, where it has operated integrated poultry processing operations since 1951. The company has well established relationships with major retail, foodservice and industrial customers, and a stable base of poultry contract growers. Gold Kist's operation is concentrated on one protein, chicken. Of its production, 50% is value added with the remainder being commodity type products which are fresh, frozen, or minimally processed. Further, Gold Kist is the largest private label chicken producer in the US and its export accounts for less than 10% of its annual sales.

2) Franchise strength and growth potential -- Gold Kist's franchise strength is moderate. The company operates within a very mature, highly-competitive, and low-margin industry which lacks the earning stability enjoyed by larger and more diversified food companies. US chicken consumption trends are favorable, showing steady but modest growth. However, poultry markets can be materially impacted by international trade-related issues such as the establishment of tariffs or import regulations by key export markets. Export markets are important to US chicken processors as they provide an outlet for dark meat and other chicken products not valued by the US consumers. In addition, poultry operations are exposed to potential disease and product contamination related losses. Furthermore, the company has high concentration of customers with its top 10 customers accounting for 38% of the total sales. Organic growth has been moderate in terms of volume over the recent past given the mature stage of the industry. Future growth potential exists but is limited.

3) Earnings and cash flow volatility -- Gold Kist is exposed to volatile commodity input and output prices that have at times caused wide swings in the company's profitability. While volatility is a defining characteristic of commodity oriented food companies, Gold Kist's situation is compounded by its concentration in a single protein and its sub-optimal product mix which includes a high percentage of commodity products

4) Cost efficiency and profitability -- In downcycles, Gold Kist's profitability lags behind that of its key peers such as Tyson, Pilgrim's Pride, and Sanderson Farms, although in industry upturns it has generally outperformed peers. The company has earmarked $200 million of capital spending over the next few years to change its product mix, expand its further processed capacity, and to reduce its cost base in an effort to enhance its ability to withstand commodity input and output pricing pressures. Future efficiency and profitability are expected to improve if the company's capital spending program achieves its objectives.

5) Liquidity under stress -- Liquidity is an important element for Gold Kist's long term ratings because its business is highly volatile. Gold Kist's current liquidity profile is good which is characterized by its SGL-2 speculative grade liquidity rating that considers its significant cash balance and sufficient availability under committed bank borrowing facilities, albeit with some tightening in the covenant cushion expected.

6) Financial policy and credit metrics -- Gold Kist's financial policy is generally conservative. The company has not paid cash dividends or repurchased stock since becoming a public company in October 2004. Moody's notes that this conservative financial policy is particularly appropriate at this time. Given its current operating performance, expected near-term deterioration in debt protection measures as well as overall industry challenges, there is little cushion for Gold Kist to pursue large scale acquisitions or a more aggressive financial policy within its current rating category. And, while Gold Kist's historical credit metrics are strong for a B1 credit, Moody's expects a material deterioration near term.

Gold Kist's senior unsecured notes are guaranteed by subsidiaries. The notes are notched down from the corporate family rating because they rank junior to the company's senior secured debt, which could increase from current levels to a much more material portion of the capital structure.

Gold Kist, Inc., with revenues exceeding $2.2 billion, is a producer and processor of fresh and further processed chicken. The company's headquarters are in Atlanta, Georgia.

GREAT CANADIAN: CDN$80 Mil. Equity Plan Cues DBRS to Hold Rating----------------------------------------------------------------Dominion Bond Rating Service confirmed the rating of Great Canadian Gaming Corporation at BBB (low) and removed the rating from "Under Review with Negative Implications". The rating action follows Great Canadian's plans to raise CDN$80 million of equity through a private placement transaction expected to close in the near term, and the Company's covenant amendment negotiations with its noteholders and bank lenders to avoid a potential covenant breach. The rating confirmation assumes the private placement transaction will be successful. The trend is Negative.

DBRS downgraded the rating on March 20, 2006, as a result of these factors:

(1) The absence of growth in cash flow from operations following a near tripling of debt levels in 2005 caused key credit metrics as of Dec. 31, 2005, to be well below DBRS's expectations.

(2) DBRS is concerned about management stability and challenges relating to major capital projects and the integration of newly acquired operations.

(3) While Great Canadian is expected to refrain from making acquisitions in the near term, capital spending is expected to continue on the existing property portfolio. As well, over the long term, the Company remains focused on growth activities that may lead to higher leverage and integration challenges. Apart from the expected debt reduction from a planned CDN$80 million equity issuance in the near term, DBRS does not expect any material debt reduction over the next two years. Therefore, financial risk has increased and any debt reduction in the near term will depend primarily on improving operating cash flow or proceeds from possible sales of non-core assets.

(4) Although revenues in 2005 increased by 58%, net income from recurring operations fell by 12%. Earnings were negatively affected by lower EBITDA margins due to staffing and other cost increases at head office and certain operations, a shift in revenue mix toward lower margin sources, and interest costs more than tripling due to much higher debt levels. These factors, together with delays on major initiatives, resulted in EBITDA for 2005 being approximately 30% below DBRS's expectations.

Notwithstanding those concerns, the rating is supported by:

-- An expected strengthening of credit metrics due to planned equity issuance and expected earnings growth. Customer traffic levels remain strong and cost reduction efforts are in place, which should eventually lead to stronger earnings from acquired and expanded operations. Adjusted cash flow from operations-to-total debt is expected to improve from 0.12 times as of Dec. 31, 2005, to approximately 0.20 times by Dec. 31, 2006.

-- Heavy regulation of gaming in British Columbia, and the other jurisdictions in which the Company operates, act as a barrier to entry leading to strong operating margins.

-- Great Canadian has a leading market position in British Columbia with 45% of provincial slot machines and 56% of tables. It has a particularly strong position with favourable locations within the Greater Vancouver Regional District. The Company is also the sole casino operator in Nova Scotia.

The rating trend is Negative because of uncertainty around the Company's ability to achieve all of the expected earnings growth, especially at its River Rock and Coquitlam casinos in British Columbia, where Great Canadian is expecting revenue growth due to recent capital improvements.

GRUPO GIGANTE: Fitch Assigns BB Rating to Proposed Senior Notes---------------------------------------------------------------Fitch Ratings assigned a rating of 'BB' to Grupo Gigante S.A. de C.V.'s (Gigante) proposed offering of senior notes due 2016 up to US$250 million. Proceeds from the offering will be used to prepay existing debt. The Rating Outlook is Stable.

The rating is supported by:

* the company's business position in the Mexican food retail market;

* a multiple-format store strategy that allows Gigante to reach a wide customer base; and

* geographic diversity.

The rating is constrained by the company's financial profile and declining store traffic and same store sales trend. Gigante is the fourth largest supermarket chain in Mexico based on revenue, with approximately 10% market share and the second largest store network.

Over the past several years, the Mexican retail market has become increasingly competitive since Wal-Mart de Mexico (Walmex) entered the market with its aggressive low pricing sales approach. In response to market trends, during 2005 Gigante implemented several strategic initiatives designed to improve its long term competitive position in face of these challenges. The company redefined its commercial strategy and introduced a store remodeling program, shifted its pricing strategy from high/low to 'Everyday low price', closed underperforming units and implemented a company-wide integrated information technology system (SAP). The company is also seeking to increase distribution efficiency by expanding its network of regional distribution centers.

Fitch expects that the recent operating initiatives will help reverse the negative trend in same store sales experienced by the company over the past several years. Same store sales declined by 3.4% during 2004 and by 6.4% during 2005. These figures compare unfavorably with declines of 0.7% and 2.4% respectively for the supermarket sector as a whole (according to ANTAD-Asociacion Nacional de Tiendas de Autoservicio y Departamentales; excluding Walmex). The decrease in same store sales has been primarily the result of a drop in customer attendance and increased competition.

In 2005, EBITDA, EBITDAR and profit margins, which had grown in 2003 and 2004, were affected by the execution of the new strategic measures, including:

has helped reduce inventory costs while allowing these companies to better compete with Walmex's pricing.

The new strategic initiatives along with stronger purchasing power, should allow the company to improve efficiency and profit margins within a highly competitive industry.

Leverage is moderately high and consistent with the 'BB' rating category. Credit ratios slightly improved from 2002 to 2004 due to higher EBITDA, but deteriorated in 2005 due to the implementation of the new strategies.

At Dec. 31, 2005, the ratio of total adjusted debt (including off-balance-sheet debt related to operating leases) to EBITDAR was 4.1x and the ratio of EBITDAR/interest expense plus rents was 1.7x. The senior notes are not guaranteed by Gigante USA and the company's joint ventures with Radio Shack and Office Depot. Excluding these operating companies, total adjusted debt-to-EBITDAR at Dec. 31, 2005, reached 4.5x and the ratio of EBITDAR/interest expense plus rents was 1.6x. Credit protection measures should gradually improve over the next few years and become more solid within the rating category as the strategic initiatives undertaken by the company during the past year begin to reap benefits.

At Dec. 31, 2005, the company had US$263 million of on-balance-sheet debt, the majority of it bank debt. The senior notes due 2016 will refinance existing debt and extend the maturity profile. At Dec. 31, 2005, the company had adequate liquidity with US$51 million of cash and marketable securities.

The company owns approximately 52% of its retail store sales floor. Capital expenditures, which totaled US$74 million in 2004 and US$124 million in 2005, have been financed with internally generated cash. In 2006, capital expenditures are budgeted to reach approximately US$90 million and will primarily fund the opening of three supermarkets and eight restaurants and the remodeling of 21 supermarkets and two restaurants. The company expects to fund capital investments with internally generated cash flow, thereby maintaining debt levels stable.

Gigante is the fourth largest supermarket chain in Mexico, with revenues of US$2.9 billion in 2005. At Dec. 31, 2005, the company had presence in more than 85 cities and 32 states in Mexico. It also had smaller retail operations in the USA and Central America. In Mexico, Gigante operates 266 self-service stores that mainly sell groceries, perishables, clothing and general merchandise under four formats:

* Gigante, * Bodega Gigante, * Super Gigante, and * SuperPrecio.

Each format is targeted to a different socioeconomic segment. In the United States, Gigante operates the format Gigante USA with nine stores located in Los Angeles, California. The company also operates a chain of 57 family style restaurants and has joint ventures with:

HARTWICK COLLEGE: Moody's Holds Ba1 LT Rating with Stable Outlook-----------------------------------------------------------------Moody's Investors Service affirmed Hartwick College's Ba1 long-term rating. Moody's has revised the outlook for the rating to stable from negative, reflecting the College's recent financial improvement, including narrowing of operating deficits, driven by growth in net tuition revenue, increased philanthropic support, improved investment returns, and careful expense control. However, Moody's believes the College's financial position is still relatively fragile, given its high dependence on student charges, limited liquidity, and persistent operating imbalance. The rating affirmation affects $24 million of outstanding Series 2002 bonds, issued through the County of Otsego Industrial Development Authority.

Legal Security: General obligation; debt service reserve fund.

Interest Rate Derivatives: none

Strengths:

* Stable enrollment of 1,440 FTE students in fall 2005, and 10% growth in net tuition per student to $14,642 in FY 2005. Preliminary financial information for FY 2006 indicates further growth in net tuition revenue of about 4%. The College also reports favorable prospects for freshmen entering in fall 2006. Applications have already achieving the target of 2,500, with several months still remaining in the application process, and the College has received two times more deposits than at this time last year.

* Continued positive investment performance in FY2005 and year-to-date FY2006 bolsters liquidity. Fiscal year 2006 investment performance through the end of January shows a 10.2% return on the portfolio, which is managed by the Commonfund.

* Positive operating cash flow in FY2005 of 4.9% by Moody's measures, compared to a 5% cash flow deficit as recently as FY 2003, although recent performance still does not fully cover debt service under a 5% endowment spending draw. The improving cash flow margin is due to revenue growth in core net tuition revenue, as well as an increase in unrestricted giving and continued expense management.

* Maintenance of heightened philanthropic support to the College, with $5 million in total gift revenue;

* Highly competitive market for students in New York, as demonstrated by the College's still thin selectivity of 87% and low yield of 21% on accepted students. In addition, the College did not achieve its freshmen enrollment target of 440 students in fall 2005, although net tuition revenue is still expected to outperform the FY06 budget due to savings in financial aid.

* Current operations do not fully cover debt service, and operational recovery plan demands a sustained improvement in unrestricted giving, as well as further improvement in student market positioning to garner growing net tuition revenue, which may prove challenging given the competitive environment.

* Highly liquid unrestricted resources provide only a moderate cushion for debt and operations at 0.6 and 0.4 times, respectively, particularly in light of the College's ongoing operational challenges.

* Several consecutive years of expense reductions lead to the need to invest in faculty, facilities and program in order to remain competitive.

Outlook:

Hartwick's rating outlook is now stable, reflecting the College's demonstrated ability to grow tuition revenue, build liquidity, attract philanthropic support, and narrow the operating deficit. We believe that the College's management team, president, and Board are prudently focused on those areas likely to further improve credit quality in the future.

What Could Change The Rating Up -- Further strengthening of student demand and stabilized enrollment of new freshmen, accompanied by a consistent trend in positive operating cash flow providing solid coverage of debt service.

What Could Change the Rating Down -- Deterioration in liquidity, worsening of operating deficits, or weakening of student market position.

IMPERIAL PETROLEUM: Losses & Deficit Prompt Going Concern Doubt---------------------------------------------------------------Malone & Bailey, PC, expressed substantial doubt about Imperial Petroleum Recovery Corporation's ability to continue as a going concern after auditing the Company's financial statements for the year ended Oct. 31, 2005. The auditing firm pointed to the Company's recurring losses from operations since its inception, accumulated deficit and $1,075,442 of debt obligations that were past due as of Oct. 31, 2005.

Imperial says that it is planning to raise additional capital by offering equity securities to fund its operations and it will continue raising capital resources until the Company can generate enough revenues to maintain itself as a viable entity.

2005 Financials

For the 12 months ended Oct. 31, 2005, Imperial Petroleum earned $602,699 of net income on $5,000 of total revenues. For the 12 months ended Oct. 31, 2004, the Company incurred a $857,231 net loss on $30,200 of total revenues.

As Oct. 31, 2005, Imperial balance sheet showed $2,171,843 in total assets and $4,963,203 in total liabilities. The Company's balance sheet shows a $17,936,113 accumulated deficit at Oct. 31, 2005.

Imperial Petroleum delivered an amended annual report to the Securities and Exchange Commission on March 22, 2006. The Company didn't give any reason amending its annual report. A full-text copy of Imperial Petroleum's amended annual report is available for free at http://ResearchArchives.com/t/s?70c

Headquartered in Houston, Texas, Imperial Petroleum Recovery Corporation and its wholly owned subsidiary, Petrowave Corporation, is a leader in developing and marketing innovative commercial radio frequency energy applications that can be used within the petroleum and other industries to treat emulsions containing oil, water and solids in the production process to enhance process efficiency and improve the Company's customers' end product, or in the creation of biodiesel fuels.

INTERNATIONAL COAL: Earns $31.8 Million for Fiscal Year 2005------------------------------------------------------------International Coal Group, Inc. (NYSE: ICO) reported net income of $31.8 million for the year ended Dec. 31, 2005, versus a loss of $103.4 million in 2004. However, the results of operations for the three months ended December 31, 2005, were mixed when compared to the fourth quarter of the prior year. International Coal was formed to acquire the principal operations of then-bankrupt Horizon Natural Resources on Oct. 1, 2004.

ICG's 2005 results, compared to the comparable period in 2004, were:

* Revenue was $647.7 million for the fiscal year 2005, up 27% from $509.5 million in 2004;

* Operating income was $56.8 million for the year ended Dec. 31, 2005, up 112% from $26.8 million in 2004;

* Net income was $31.8 million for the fiscal year 2005 versus a net loss of $103.4 million in 2004; and

* Earnings before net interest, income taxes and depreciation, depletion and amortization, or EBITDA, was $106.1 million for the year ended Dec. 31, 2005, up 103% from $52.3 million in 2004.

For the three months ended Dec. 31, 2005, revenue was $182.1 million up 34% from $136.1 million for the same period in 2004.Operating income was $7.0 million, down 25% from $9.4 million. Net income was $3.3 million versus $4.2 million. EBITDA was $23.1 million, up 26% from $18.2 million.

Fourth quarter results were adversely impacted by significant price increases for diesel fuel, blasting agents, and other services or commodities that are dependent on crude oil or natural gas. The tight labor market in Eastern Kentucky constrained hiring and delayed the production ramp-up schedule at our Flint Ridge complex. Also, shortfalls in coal deliveries from purchased coal suppliers forced ICG to postpone certain shipments. Additionally, fourth quarter and year-end profitability was affected by approximately $600,000 and $3.9 million of non-cash costs associated with initial restricted stock grants to senior management.

ICG completed the acquisition of Anker Coal Group, Inc. and CoalQuest Development, LLC on Nov. 18, 2005. Implementation of various operational improvements planned for the former Anker operating companies has taken longer than originally anticipated, delaying the expected increase in coal production and decrease in production costs for the fourth quarter. The Anker entities reported fourth quarter (11/18 - 12/31) production of approximately 276,000 tons with sales of approximately 486,000 tons, which resulted in negative EBITDA of $3.2 million and a loss of $4.1 million (pre-tax). Performance of the Anker group prior to the merger is not included in ICG's reported financial results. Recent performance has generally improved, indicating that the operating issues are being appropriately addressed and suggesting that 2006 production rates and profit margins should be higher.

"With respect to ICG's performance in 2005, we are pleased that significant milestones were achieved such as the acquisition of Anker and CoalQuest and ICG's listing on the New York Stock Exchange," said Ben Hatfield, President and Chief Executive Officer of ICG. "We have established a position that we believe will allow us to capitalize on the continuing strong fundamentals for the coal industry, despite what we perceive as temporary margin pressures caused by recent cost increases across the industry. We plan to continue investing in upgrading our equipment and developing our sizeable reserves to fuel internal growth."

Wilbur Ross, the Chairman of ICG's Board of Directors and a leading investor in ICG, said, "We remain excited by ICG's prospects. The company endured an eventful fourth quarter followed by a heart-wrenching first quarter. However, the company's management has remained focused on taking the right steps for its investors and employees by moving forward with its ambitious development plans."

Headquartered in Ashland, Kentucky, International Coal Group, Inc. -- http://www.intlcoal.com/-- is engaged in the mining and marketing of steam coal. The company has eleven active mining complexes, of which ten are located in Northern and Central Appalachia and one in Central Illinois. ICG's mining operations and reserves are strategically located to serve utility, metallurgical and industrial customers throughout the EasternUnited States.

* * *

As reported in the Troubled Company Reporter on Oct. 29, 2004,Standard & Poor's Rating Services assigned its 'B-' corporate credit rating to International Coal Group LLC.

At the same time, Standard & Poor's assigned its 'B-' rating and recovery rating of '3' to International Coal's proposed$285 million senior secured bank credit facility. The outlook is stable. The bank loan rating is the same as the corporate credit rating; this and the '3' recovery rating indicate a meaningful recovery (50% to 80%) of principal in the event of a default on the company's senior secured revolving credit facility.

"The ratings on ICG reflect its relatively small size; its high- cost profile and significant exposure to the difficult operating environment of Central Appalachia," said Standard & Poor's credit analyst Paul Vastola. They also reflect heavy capital spending needs to address aging mining equipment; fairly aggressive debt leverage factoring debt-like obligations; and uncertainties/concerns pertaining to the condition of its mines due to underspending by its predecessors during two bankruptcies.Ratings also reflect ICG's high-quality coal, nominal postretirement liabilities, and currently favorable conditions in the domestic coal industry.

"The rating upgrade reflects improvement in the company's credit protection measures following its emergence from bankruptcy in mid-2004, its enhanced business profile resulting from the July 2005 merger with Horizon PCS Inc., and adequate liquidity," said Standard & Poor's credit analyst Susan Madison.

Investments made by iPCS over the past two years in its sales infrastructure and wireless network are beginning to produce positive operating results, with healthy subscriber growth and improved churn rates over the past few quarters. As a result, debt to EBITDA, adjusted for operating leases, declined to approximately 5.7x at Dec. 31, 2005, compared with 6.6x at Sept. 30, 2005, pro forma for the merger with Horizon.

Although operating performance has improved, credit risk is still significant. Risk factors include:

* the company's reliance on Sprint Nextel Corp., which owns the wireless spectrum licenses used by the company to provide service;

IWO HOLDINGS: Moody's Lifts Secured Bond Rating to Baa2 from Caa2-----------------------------------------------------------------Moody's Investors Service upgraded the ratings of IWO Holdings and US Unwired to Baa2. The upgrade is based upon the issuance of unconditional and irrevocable guarantees of those notes on a senior unsecured basis by Sprint Nextel Corporation. Moody's also assigned a short-term debt rating of P-2 to Sprint Nextel Corporation and affirmed the company's long-term senior unsecured ratings of Baa2 with stable outlook.

Upgrades:

Issuer: IWO Holdings, Inc.

* Senior Secured Regular Bond/Debenture, Upgraded to Baa2 from B3

* Senior Unsecured Regular Bond/Debenture, Upgraded to Baa2 from Caa2

Issuer: US Unwired Inc.

* Senior Secured Regular Bond/Debenture, Upgraded to Baa2 from a range of Caa1 to B2

Reinstatements:

Issuer: Sprint Nextel Corporation

* Commercial Paper, Reinstated to P-2

Outlook Actions:

Issuer: IWO Holdings, Inc.

* Outlook, Changed To Stable From Rating Under Review

Issuer: US Unwired Inc.

* Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: IWO Holdings, Inc.

* Corporate Family Rating, Withdrawn, previously rated Caa1

Issuer: US Unwired Inc.

* Corporate Family Rating, Withdrawn, previously rated B3

The affirmation of Sprint Nextel's senior unsecured rating of Baa2 continues to reflect the company's improved market share following the merger of Sprint and Nextel, and the strong free cash flow generated by the company. Since the merger closed in August 2005, Sprint Nextel has at least maintained market share and continued to generate strong cash flow. The P-2 short term rating assigned to issuances under the company's planned $2 billion commercial paper program is supported by a $6 billion multi-year revolving credit facility of which approximately $3.5 billion is currently available. This backstop facility does not contain a material adverse change clause at borrowing; has a one financial covenant requiring the ratio of total indebtedness to EBITDA to be below 3.5 times, and is available for same-day borrowings.

The stable outlook reflects Moody's opinion that Sprint Nextel will be able to maintain or grow market share and that the ratio of free cash flow to debt will be between 10 to 15% over the next two to three years. The primary adjustment Moody's makes to the reported debt balance of Sprint Nextel is to add $11.5 billion in order to capitalize its operating lease commitments. Upward pressure on the ratings would come from financial outperformance such that the ratio of free cash flow to debt increased to over 15% on a sustainable basis. Alternatively, the ratings would come under downward pressure should Sprint Nextel begin to lose market share or should the ratio of free cash flow to debt fall below 10%. The stable rating outlook incorporates the expectation that Sprint Nextel will likely introduce a modest common dividend program this year or next. A more aggressive dividend policy that would reduce the ratio of free cash flow to adjusted debt below the 10% threshold will likely have negative rating consequences.

With corporate headquarters in Reston, Virginia and operational headquarters in Overland Park, Kansas, Sprint Nextel Corporation has almost 40 million wireless subscribers at Dec. 31, 2005, and pro forma LTM revenues of approximately $38.5 billion.

LOVESAC CORP: Can Assume Amended Headquarter Lease Agreement------------------------------------------------------------The U.S. Bankruptcy Court for the District of Delaware gave the LoveSac Corporation and its debtor-affiliates permission to:

1) assume their Headquarter Lease and enter into a lease amendment with regards to the Headquarter Lease; and

As reported in the Troubled Company Reporter on Mar. 13, 2006, Lovesac Corp. and SLNET Investments, L.C., entered into a Lease Agreement on Sept. 1, 2004, for 18,805 square feet of office space located in Suite 250, on the fifth floor of the Salt Lake Hardware Building. That office became the Debtors' headquarters. Lovesac also subleases approximately 6,204 square feet of its headquarters office to Acentus Consulting pursuant to a Sublease Agreement.

The Lease Amendment

Lovesac has determined that it doesn't need as much space as is currently provided in the Headquarter Lease Agreement. Lovesac and SLNET have decided to amend that Agreement to delete from Lovesac's premises the Acentus sublease space and an additional 6,070 rentable square feet.

The amendment will leave Lovesac with 6,531 rentable square feet that will remain under the Headquarter Agreement until the scheduled termination of that Headquarter lease, which will occur on Aug. 31, 2006. The rent for the lease will remain at $8,844 per month.

Legal Security: The Series 1998 Bonds are secured by first mortgage liens on and security interests in certain real properties of Bay Cove, including the organization's main administrative building. There is a negative mortgage lien. Additionally, the bonds are secured by a lien on and security interest in the Department of Mental Retardation Contract Receivables. The bonds are also secured by a pledge of the DMR contract for the sole benefit of the bond Trustee, under which payments are to be made to Bay Cove annually in an amount not less than 150% of the Maximum Annual Debt Service.

Interest Rate Derivatives: None.

Strengths:

* Position as a large human service provider of essential services in the Boston area, with specialization in services to individuals with multiple disabilities

* Historically stable financial results with solid operating margins of 1.5% and 2.8% in fiscal years 2005 and 2004, respectively; first six months of FY 2006 are on par with the comparable period in FY 2005

* Diverse revenue stream from different state departments as well as private funding mitigates its vulnerability to reductions to any one area of social service funding

* Stable economy in the Commonwealth of Massachusetts has ensured continued funding of social programs

* Maintained revenue growth in FY 2005 as a result of three new residential programs and two residential program expansions; new contracts have an administrative increase and provide a modest margin that allows Bay Cove to meet inflationary expense throughout the organization

* Improved cash reserves in FY 2005 and the first six months ' of FY 2006 to $5.9 million, although Bay Cove views reserves more as providing flexibility for short-term strategic spending rather than as a long-term financial cushion that is anticipated to grow

* Annual fundraising goals of close to one million dollars that supplement ongoing operations

* Restructuring of its health benefits in July 2005 should help control future benefit expense growth

Challenges:

* Dependence on state funding that could result in contract reimbursement reductions for Bay Cove if the state experiences budget shortfalls in future years

* The majority of existing contracts lack revenue updates, and so do not provide adequate inflationary escalators for salary and benefit increases

* Ongoing challenges of staff recruitment and retention is a fundamental difficulty for the human services sector

* Possible increase in debt for strategic purposes in FY 2007 may weaken debt measures from the 5.7 times debt-to-cash flow in FY 2005

Outlook:

The stable outlook reflects Moody's expectation that Bay Cove will continue to leverage its position as a provider of essential services and continue to demonstrate moderate annual growth resulting in financial performance that is consistent with prior years.

What could change the rating up: Growth in liquidity reserves and an increased position as a sizable human service provider

What could change the rating down: Budget shortfalls in the Commonwealth of Massachusetts that would force the state to scale back on important social and health services; operating losses; significant deterioration of cash reserves

MULTIPLAN INC: Raising $250 Mil. in Proposed Senior Note Offering-----------------------------------------------------------------MultiPlan, Inc., plans to commence an offering of its senior subordinated notes due 2016, which it expects will yield gross proceeds of $250 million. The notes are expected to be sold to qualified institutional buyers under Rule 144A and outside theUnited States in compliance with Regulation S under the Securities Act of 1933, as amended. The notes initially will be offered by MultiPlan Merger Corporation, a newly formed New York corporation affiliated with The Carlyle Group.

The net proceeds of the offering, together with amounts borrowed under a new senior secured credit facility and the proceeds of an equity Investment by an investor group led by The Carlyle Group, will be used to fund the purchase price for, and pay certain fees and expenses related to, the acquisition of MultiPlan by affiliates of those investors and a member of MultiPlan's seniormanagement. Through a merger to be consummated immediately following the closing of the offering of the notes, MultiPlan will succeed to MultiPlan Merger Corporation's obligations as the issuer of the notes.

The notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. The notes being sold will not be registered under the Securities Act of 1933, as amended, or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About MultiPlan

MultiPlan Inc. -- http://www.multiplan.com/-- is the nation's oldest and largest independent Preferred Provider Organization(PPO) network offering nationwide access to more than 4,200hospitals, 90,000 ancillary care facilities and 450,000 physiciansand specialists. The company's 2,000 clients include large andmid-sized insurers, third-party administrators, self-funded plans,HMOs and other entities that pay claims on behalf of health plans.

* * *

As reported in the Troubled Company Reporter on Mar. 23, 2006,Standard & Poor's Ratings Services affirmed its 'B+' counterpartycredit rating on MultiPlan Inc. The rating was removed fromCreditWatch, where it was originally placed on Feb. 21, 2005,after the announcement of a definitive agreement that The CarlyleGroup would acquire MultiPlan in a deal valued at $1.0 billion,which includes debt assumption. The outlook is stable.

At the same time, MultiPlan's proposed $450 million senior securedbank credit facility was rated 'B+' (at the same level as thecorporate credit rating). The loan facility provides MultiPlan with access to a six-year $50 million revolver due 2012 and a seven-year $400 million term loan due 2013.

In addition, Standard & Poor's assigned its 'B-' rating toMultiPlan's $250 million senior subordinated notes due 2016,issued under Rule 144A without registration rights. The proceeds,along with new equity, will finance the acquisition of the companyin a transaction valued at eleven times estimated 2006 EBITDA.

MUSICLAND HOLDING: Inks Stipulation on Services Pact with Deluxe----------------------------------------------------------------As reported in the Troubled Company Report on Mar. 21, 2006, Deluxe Media Services, Inc., asked the U.S. Bankruptcy Court for the Southern District of New York to:

b. grant Deluxe relief from the automatic stay if the Debtors reject the LSA; and

c. require the Debtors to immediately pay the amounts due under the LSA.

Debtors Object

David A. Agay, Esq., at Kirkland & Ellis LLP, in New York City, asserted that the Debtors have paid all undisputed, postpetition amounts owed under the LSA.

Mr. Agay informed the Court that the payment arrangement between the Debtors and Deluxe under the LSA provides for net 30-day terms. Deluxe issued its first invoice for postpetition services under the LSA for $807,082, on February 6, 2006. Deluxe issued an updated invoice for $636,861, on February 9, 2006.

The Debtors have paid the February 9 invoice. However, they have refused to pay the approximately $170,000 differential reflected in the February 6 invoice, because that amount purportedly results from Deluxe's "cost-plus margin" pricing. The Debtors believed that this is the disputed amount indicated in the motion.

The Debtors have agreed to escrow the disputed differential between the two invoices and any future disputed amounts.Thus, no grounds exist for demanding payment of a contested administrative claim that is not yet due and payable under theLSA, Mr. Agay asserted.

Thus, the Debtors asked the Court to deny Deluxe's request.

Parties Stipulate

In a Court-approved stipulation, the Debtors and Deluxe Media Service, Inc., agree that:

a. Deluxe agrees to adjourn that portion of the Motion to Compel related to compelling assumption or rejection of the Logistics Service Agreement until the date of the final hearing on the Debtors' Motion to sell substantially all of their assets, subject to bidding procedures.

b. The Debtors will pay Deluxe on a provisional basis, without prejudice to their ability to dispute any portion of the invoices at a later date, on the basis of the same pricing method used in the calculation of Deluxe's February 9, 2006 invoice for January postpetition services. Deluxe's acceptance of the amount paid by the Debtors will not constitute a waiver of Deluxe's rights under the LSA or under applicable law, including, but not limited to:

* Deluxe's right to the pricing method used in its calculation of its February 6, 2006 invoice for January postpetition services under the LSA; and

* Deluxe's ability to assert additional claims against Musicland Purchasing Corp. or the Debtors, including the right to challenge any of MPC's defenses, and Deluxe expressly reserves its rights with respect thereto.

The provisional payments by MPC will not constitute a waiver of MPC's rights to establish that Deluxe's billing should have been reduced below the results obtained from the method used to calculate the February 9, 2006 invoice, nor will they constitute a waiver of any rights to defend Deluxe's claims, to assert set-offs with respect to those claims, or to assert any counterclaims against Deluxe.

c. On the date on which a payment becomes due under the terms of the LSA and at the time payment is made to Deluxe using the February 9, 2006 invoice pricing method, the Debtors agree to deposit the difference between that payment and the payment that MPC would have made using the pricing method Deluxe used to calculate the February 6, 2006 invoice, into a segregated account held by Wachovia. At the time of payment to Deluxe, the Debtors will provide Deluxe with evidence that funds were deposited into the Account.

d. The funds in the Account will only be released to the Debtors or Deluxe upon entry of a final order by the Bankruptcy Court directing payment of either party of the Proceeds in the Account. To the extent the proceeds in the Account, or any portion thereof, are determined to be due and payable to Deluxe, those proceeds will not be subject to the liens of the Secured Lenders, including Wachovia, the Secured Trade Creditors or any other secured creditor, which entities will be deemed to have waived all rights only with respect to the proceeds in the Account which are determined to be due and payable to Deluxe.

e. The parties agree to cooperate with each other in exchanging any information about Deluxe's postpetition invoices, services and costs and the status of the Debtors' GOB sales and inventory movement, and other information as reasonably requested by either of the Parties.

f. The parties will conduct discovery and prepare for an evidentiary hearing on Deluxe's postpetition claims under the LSA:

* Initial document requests and other written discovery requests will be served by March 15 and answered on or before April 15.

* Fact depositions will be noticed and completed prior to May 15.

* Any Rule 26 expert reports will be served by May 22 and any expert depositions completed by June 1.

The parties further agree that they will jointly ask that the Bankruptcy Court schedule an evidentiary hearing on the matter as soon as possible after June 1, 2006.

About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is aspecialty retailer of music, movies and entertainment-relatedproducts. The Debtor and 14 of its affiliates filed for chapter11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.06-10064). James H.M. Sprayregen, Esq., at Kirkland & Ellis,represents the Debtors in their restructuring efforts. Mark T. Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated more than $100 million in assets and debts. (Musicland Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)

MUSICLAND HOLDING: Gets Final OK on Retail Consulting's Employment------------------------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New York approved the request of Musicland Holding Corp. and its debtor-affiliates to employ Retail Consulting Services, Inc., as their exclusive real estate consultant on a final basis.

As previously reported in the Troubled Company Reporter onJan. 31, 2006, the Debtors selected RCS because of its considerable expertise and experience as real estate consultants. The Debtors believed that the services to be provided by RCS is essential to their efforts as debtors-in-possession and to maximize the value of their assets for the benefit of their creditors.

RCS will be paid $125,000 per month for lease renegotiations, rejection claim analysis, and waiver or reduction of prepetition cure amounts, starting January 1, 2006 until the termination of the agreement, or unless ordered by the Court.

Upon closing of a transaction that disposes of any or all of the Disposition Properties, a Consultant will receive:

* 4% of the total amount of money paid to the Debtors, if no broker is used; or

* 5% of gross proceeds if a co-broker is used.

Headquartered in New York, New York, Musicland Holding Corp., is aspecialty retailer of music, movies and entertainment-relatedproducts. The Debtor and 14 of its affiliates filed for chapter11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.06-10064). James H.M. Sprayregen, Esq., at Kirkland & Ellis,represents the Debtors in their restructuring efforts. Mark T. Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they estimated more than $100 million in assets and debts. (Musicland Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)

NATIONAL GAS: Files Schedules of Assets and Liabilities-------------------------------------------------------National Gas Distributors, LLC delivered its Schedules of Assets and Liabilities to the U.S. Bankruptcy Court for the Eastern District of North Carolina, disclosing:

National Gas Distributors, LLC -- http://www.gaspartners.com/-- used to supply natural gas, propane, and oil to industrial,municipal, military, and governmental facilities. As of mid-December 2005, the Company had effectively ceased businessoperations due to inadequate remaining capital and its inabilityto arrange for the purchase and delivery of natural gas to itscustomers. The Company filed for bankruptcy on January 20, 2006(Bankr. E.D.N.C. Case No. 06-00166). Richard M. Hutson, II, isthe Chapter 11 Trustee. When the Debtor filed for bankruptcy, itestimated between $1 million to $10 million in assets and$10 million to $50 million in debts.

NATIONAL GAS: Bankruptcy Administrator Unable to Appoint Committee------------------------------------------------------------------Karen T. Hayes, the Bankruptcy Administrator for the Eastern District of Northern Carolina, disclosed that she was couldn't appoint a committee of unsecured creditors in National Gas Distributors, LLC's chapter 11 case.

Ms. Hayes tells the U.S. Bankruptcy Court for the Eastern District of Carolina that there were insufficient creditors who expressed willingness to serve on the committee.

National Gas Distributors, LLC -- http://www.gaspartners.com/-- used to supply natural gas, propane, and oil to industrial,municipal, military, and governmental facilities. As of mid-December 2005, the Company had effectively ceased businessoperations due to inadequate remaining capital and its inabilityto arrange for the purchase and delivery of natural gas to itscustomers. The Company filed for bankruptcy on January 20, 2006(Bankr. E.D.N.C. Case No. 06-00166). Richard M. Hutson, II, isthe Chapter 11 Trustee. When the Debtor filed for bankruptcy, itestimated between $1 million to $10 million in assets and$10 million to $50 million in debts.

NATIONWIDE HEALTH: Plans to Sell 9 Million Common Shares--------------------------------------------------------Nationwide Health Properties, Inc. (NYSE: NHP) plans to make a public offering of approximately 9,000,000 shares of its common stock. Of those shares, a portion are being offered directly by NHP and the remaining shares are being offered in connection with forward sale agreements between NHP and certain affiliates of the underwriters. The Company has granted to the underwriters of the common stock offering an option to purchase up to approximately 1,350,000 shares of additional common stock, exercisable solely to cover over-allotments.

NHP will use the net proceeds from the sale of such newly issued shares to fund a portion of its acquisition and master leaseback of the real estate holdings of Hearthstone Assisted Living, Inc.

In addition, NHP will enter into forward sale agreements with affiliates of J.P. Morgan Securities Inc. and UBS Securities LLC, which we refer to as the forward purchasers. The forward purchasers (or their affiliates) will borrow and sell to the underwriters shares of NHP's common stock. The forward sale agreements provide for physical or cash settlement at the public offering price at the time of this offering (less the underwriters' discounts), subject to certain adjustments, within approximately one year of the offering. NHP expects to physically settle the forward sale agreements and use the proceeds to fund a portion of the Hearthstone acquisition. NHP will not receive anyproceeds from the sale of shares of its common stock by the forward purchasers (or their affiliates) unless the forward sale agreements are physically settled.

The offering of the newly issued shares and the shares covered by the forward sale agreements will be made under NHP's currently effective shelf registration statement filed with the Securities and Exchange Commission. The joint book-running managers for the offering are J.P. Morgan Securities Inc. and UBS Securities LLC. The co-managers for the offering are:

Nationwide Health Properties, Inc. is a real estate investment trust that invests in health care facilities and has investments in 446 facilities in 39 states.

About Nationwide Health Properties

Headquartered in Newport Beach, California, Nationwide HealthProperties, Inc. -- http://www.nhp-reit.com-- is a real estate investment trust that invests in senior housing and long-term carefacilities. The Company has investments in 447 facilities in 39states in the United States.

The Company says that it is planning to finance its continued operations for the next 12 months through cash generated from operations or secure additional funding from its current investors.

2005 Financials

For the 12 months ended Dec. 31, 2005, NeWave Inc. incurred a $6,265,924 net loss on $7,340,399 of total revenues. For the 12 months ended Dec. 31, 2004, the Company incurred a $3,884,862 net loss on $6,812,686 of total revenues.

At Dec. 31, 2005, NeWave's balance sheet showed $1,622,116 in total liabilities and $4,476,380 in total liabilities. The Company reports a $10,861,869 accumulated deficit at Dec. 31, 2005.

Headquartered in Goleta, California, NeWave, Inc. is a leading online auction and e-commerce company, which through its wholly-owned subsidiary "onlinesupplier.com", is engaged in providing online solutions and tools to its customers for monthly membership fees. NeWave provides its members with a commercial website, hosting a merchant account (PayPal, Visa & Mastercard) and access to thousands of high value products and value-added services. Since inception in August of 2003, "onlinesupplier.com" has serviced over 235,000 paid members.

NORTEL NETWORKS: OSC Issues Cease Trade Order After Filing Delay----------------------------------------------------------------Nortel disclosed that the Ontario Securities Commission issued a temporary order prohibiting all trading by certain current and former directors, officers and employees in the securities of the Company and its principal operating subsidiary, Nortel Networks Limited.

The cease trade order follows the Company's announcement on March 10, 2006, of the expected delay in filing the 2005 annual reports on Form 10-K with the Securities and Exchange Commission and corresponding Canadian filings.

Under OSC rules, the temporary order is expected to be replaced with a permanent order within the next 15 days. The permanent management cease trade order is expected to be in place until two full business days following receipt by the OSC of all filings that the Company and NNL are required to make pursuant to Ontario securities laws.

The Company expects certain other provinces' commissions to also issue similar orders with respect to residents in those jurisdictions.

Headquartered in Ontario, Canada, Nortel Networks Corporation --http://www.nortel.com/-- is a recognized leader in delivering communications capabilities that enhance the human experience,ignite and power global commerce, and secure and protect theworld's most critical information. Serving both service providerand enterprise customers, Nortel delivers innovative technologysolutions encompassing end-to-end broadband, Voice over IP,multimedia services and applications, and wireless broadbanddesigned to help people solve the world's greatest challenges.Nortel does business in more than 150 countries.

NORTEL NETWORKS: Opens Advanced Mobility Center in Argentina ------------------------------------------------------------Nortel Networks Corp. (NYSE/TSX: NT) established a new customer service center in Buenos Aires, Argentina, focused on services to help wireless operators around the world design, deploy, support and evolve their networks.

The new Advanced Mobility Services Center provides Nortel Global Services offerings such as wireless network planning, deployment, integration and optimization. This includes advanced engineering expertise in radio frequency design for GSM, CDMA, UMTS and WiMAX networks.

These services are designed to help operators speed time-to-market for new subscriber services, enhance network performance, improve coverage and efficiency, increase service quality, lower operating costs and maximize return on network investments. They are also intended to help operators seamlessly manage network expansion and evolution to next-generation technologies.

"Establishing our Advanced Mobility Services Center in Argentina is key in offering this market advanced mobility services for our customers and partners and reflects Nortel's commitment and investment in the services sector," said Martha Bejar, president, Caribbean and Latin America, Nortel. "A key factor in choosing Buenos Aires was the existing pool of high quality professionals graduating from local universities."

The new center is expected to require growth of Nortel's total workforce in the country by approximately 20%. The center will consist of local engineers and its services will be marketed around the world. The staff to be hired will include senior and recently-graduated engineers, both with and without previous experience in wireless and RF networks.

"Nortel continues to be one of the main equipment providers in theregion, and is committed to strengthening its position in the global services market," said Ricardo Casal, president, Nortel Argentina. "This new Center means that our people in Argentina will play a key role in that effort."

About Nortel

Headquartered in Ontario, Canada, Nortel Networks Corporation --http://www.nortel.com/-- is a recognized leader in delivering communications capabilities that enhance the human experience,ignite and power global commerce, and secure and protect theworld's most critical information. Serving both service providerand enterprise customers, Nortel delivers innovative technologysolutions encompassing end-to-end broadband, Voice over IP,multimedia services and applications, and wireless broadbanddesigned to help people solve the world's greatest challenges.Nortel does business in more than 150 countries.

ON TOP COMMS: Wants to Hire Leo Schaeffler as Financial Consultant------------------------------------------------------------------On Top Communications, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Maryland for permission to employ Leo C. Schaeffler, as its financial consultant, nunc pro tunc to Jan. 9, 2006.

Mr. Schaeffler will provide general financial consulting services to the Debtors, including, but not limited to, review and maintain the Debtors' books and records and evaluate the Debtors' financial status and financial affairs. The Debtors want Mr. Schaeffler to work with the McShane Group. Mr. Schaeffler is affiliated with the McShane Group pursuant to a subcontract agreement dated January 15, 1997.

As reported in the Troubled Company Reporter on Mar. 1, 2006, the Court approved John J. Robinson and the McShane Group's employment as the Debtors' financial consultants.

The Debtors tell the Court that Mr. Schaeffler's work is necessary because Mr. Robinson is no longer employed by the McShane Group and is no longer acting as the Debtors' financial consultant.Mr. Schaeffler's services, the Debtors say, will not be duplicative of those services provided by the McShane Group.

Mr. Schaeffler will charge $250 per hour for his services.

To the best of the Debtors' knowledge, Mr. Schaeffler does not hold any interest adverse to the Debtors or their creditors.

Headquartered in Lanham, Maryland, On Top Communications, LLC, andits affiliates acquire, own and operate FM radio stations locatedin the Southeastern United States. The Company and its debtor-affiliates filed for chapter 11 protection on July 29, 2005(Bankr. D. Md. Case No. 05-27037). Thomas L. Lackey, Esq., ofBowie, Maryland, represents the Debtors in their restructuringefforts. When the Debtors filed for protection from theircreditors, they estimated assets and debts of $10 million to$50 million.

ON TOP COMMS: Wants Until April 19 to Make Lease-Related Decisions------------------------------------------------------------------On Top Communications, LLC, and its debtor-affiliates ask the U.S.Bankruptcy Court for the District of Maryland to further extend until April 19, 2006, the period within which they can elect to assume, assume and assign, or reject three unexpired nonresidential real property leases for property located at 545 South Birdneck Road, in Virginia Beach, Virginia.

In connection with the operation of FM radio station WWHV, the Debtor leases nonresidential real property from Birdneck Business Center L.L.C. On Jan. 10, 2006, the Court approved the rejection of two of five leases between the Debtor and Birdneck Business.

The Debtor continues to evaluate and analyze the three remaining leases to determine whether it is in the best interest of the estate to assume or reject the lease in light of their pending decision to sell or reorganize the station. The Debtor reminds the Court that it remains current on all postpetition rents required under the lease.

Headquartered in Lanham, Maryland, On Top Communications, LLC, andits affiliates acquire, own and operate FM radio stations locatedin the Southeastern United States. The Company and its debtor-affiliates filed for chapter 11 protection on July 29, 2005(Bankr. D. Md. Case No. 05-27037). Thomas L. Lackey, Esq., ofBowie, Maryland, represents the Debtors in their restructuringefforts. When the Debtors filed for protection from theircreditors, they estimated assets and debts of $10 million to$50 million.

PANTRY INC: 50 Noteholders May Resell Sr. Sub. Convertible Notes----------------------------------------------------------------The Pantry, Inc., issued a prospectus supplement listing the 50 holders of its 3% Senior Subordinated Convertible Notes due 2012 (and entitled to receive shares of common stock upon conversion of the Notes) who may opt to resell the Notes.

The Company issued and sold $150,000,000 in aggregate principal amount of its 3% Senior Subordinated Convertible Notes due 2012 in a private offering, in November 2005.

The notes bear interest at the rate of 3% per year, payable in cash semiannually in arrears on May 15 and November 15 of each year, beginning May 15, 2006. The notes mature on November 15, 2012.

The notes are senior subordinated unsecured obligations of the Company and rank:

-- junior in right of payment to all of its existing and future senior debt;

-- equal in right of payment to all of its existing and future senior subordinated unsecured debt; and

-- senior in right of payment to all of its future subordinated debt.

The Company's obligations under the notes are fully and unconditionally guaranteed on a senior subordinated basis by the Company's existing and future domestic subsidiaries, other than one subsidiary with no indebtedness and de minimis assets.

Holders may convert their notes based on a conversion rate of 19.9622 shares of common stock per $1,000 principal amount of notes (which is equal to an initial conversion price of approximately $50.09 per share), subject to adjustment under certain circumstances.

The Company's common stock is quoted on the Nasdaq National Market under the symbol "PTRY."

Headquartered in Sanford, North Carolina, The Pantry, Inc. is theleading independently operated convenience store chain in thesoutheastern United States and one of the largest independentlyoperated convenience store chains in the country, with net salesfor fiscal 2005 of approximately $4.4 billion. As of September29, 2005, the Company operated 1,400 stores in eleven states undera number of banners including Kangaroo Express(SM), GoldenGallon(R), and Cowboys(SM). The Pantry's stores offer a broadselection of merchandise, as well as gasoline and other ancillaryservices designed to appeal to the convenience needs of itscustomers.

* * *

As reported in the Troubled Company Reporter on Nov. 17, 2005,Moody's Investors Service rated the proposed secured bank loan andsenior subordinated convertible notes of The Pantry, Inc., at Ba3and B3 and affirmed the existing senior subordinated notes at B3and the corporate family rating at B1. Proceeds from the new debtprincipally will be used to repay the existing term loan. Moody'ssaid the rating outlook remains stable.

As reported in the Troubled Company Reporter on Nov. 16, 2005Standard & Poor's Ratings Services affirmed leading conveniencestore operator The Pantry Inc.'s 'B+' corporate credit rating andchanged the outlook to positive from stable. At the same time,Standard & Poor's assigned its 'BB-' bank loan rating to ThePantry's proposed $205 million senior secured term loan due 2012and $125 million revolving credit facility due 2012. The recoveryrating on the loan is '1', indicating the expectation for fullrecovery of principal in the event of payment default.

At the same time, Standard & Poor's assigned its 'B-' rating tothe company's $130 million convertible senior subordinateddebentures due 2012 to be issued under Rule 144A. Ratings on thecompany's existing senior subordinated notes were affirmed at'B-'.

PETSMART INC: Reports $1.05 Bil. Net Sales for 4th Quarter 2005---------------------------------------------------------------PetSmart, Inc., reported net income of $70.9 million for the fiscal fourth quarter of 2005, compared to the $65.0 million net income for the same period in 2004. For all of fiscal 2005, PetSmart's net income is $182.5 million, compared to fiscal 2004's $157.5 million.

PetSmart's net sales for the fourth quarter of 2005 were $1.05 billion, compared to $934.3 million for the same period in 2004, and comparable store sales -- or sales in stores open at least a year -- grew 4.5% in the fourth quarter, on top of 4.6% in the fourth quarter of 2004.

In 2005, the Company generated $3.76 billion in net sales, up from $3.36 billion in net sales a year ago. Comparable store sales grew 4.2% in 2005, on top of 6.3% growth in 2004.

The Company opened 36 new stores and closed one location during the fourth quarter of 2005, which compares with 24 new stores and no closures during the fourth quarter of 2004. During 2005, the Company opened 107 new stores and closed seven locations, compared with 92 new stores and nine closures in 2004.

Outlook

PetSmart projects comparable store sales in the low- to mid-single digits for the first quarter of 2006 and in the mid-single digits for the full year. It estimates earnings of $0.28 to $0.30 per share in the first quarter and $1.37 to $1.39 per share for the full year.

About PetSmart

Headquartered in Phoenix, Arizona, PetSmart, Inc. -- http://www.PetSmart.com/-- is the largest specialty retailer of services and solutions for the lifetime needs of pets. The company operates more than 825 pet stores in the United States and Canada, a growing number of PetsHotels, as well as the Internet's leading online provider of pet products and information. PetSmart provides a broad range of competitively priced pet food and supplies, and offers complete pet training, grooming and adoption services. Since 1994, PetSmart Charities, an independent 501(c)3 organization, has donated more than $40 million to animal welfare program and, through its in-store adoption programs, has saved the lives of more than two million pets.

* * *

Moody's upgraded PetSmart's corporate family rating to Ba2 from Ba3 on Jan. 5, 2004, and said the outlook is stable.

On Dec. 21, 2005, Standard & Poor's lifted the Company's long-term foreign and local issuer credit ratings from BB- to BB, and said the outlook is stable.

The company has delayed the filing of its 2005 10-K but has indicated that its losses in the fourth quarter increased (it incurred a net loss of $8.8 million in the third quarter of 2005 and $16.5 million for the first nine months of 2005), and that it does not expect to meet the 2x interest coverage ratio under its Canadian revolving credit facility for the first quarter of 2006.

"We could lower the ratings if the Canadian dollar appreciates further, pulp price increases are not realized, liquidity declines more than currently expected, or the company is unable to obtain waivers from its banks," Mr. D'Ascoli said. "We could revise the outlook to stable if price increases are sufficient to reverse the declining earnings trend and the company successfully refinances its credit facilities and improves liquidity. We could also revise the outlook to stable if the softwood lumber duties are returned."

Prior to the private equity purchase, over a period of about one year, Mr. O'Sullivan bought 4,000,000 of the Company's common shares on the NASDAQ public market; 1,000,000 of these shares were purchased for the benefit of his charitable foundation, The O'Sullivan Foundation, for which Mr. O'Sullivan disclaims ownership of the shares other than in terms of control of the voting rights, by virtue his being the Trustee and Director of the foundation.

The private equity purchase increased Mr. O'Sullivan's beneficial ownership of the Company to 9.4%, represented by 10,666,667 common shares.

The Company will use the funds for its general corporate obligations and operations. Its issuance of 6,666,667 new common shares raised the number of shares outstanding to approximately 113,776,004.

Headquartered in McLean, Virginia, PRIMUS TelecommunicationsGroup, Incorporated -- http://www.primustel.com/-- is an integrated communications services provider offering internationaland domestic voice, voice-over-Internet protocol (VOIP), Internet,wireless, data and hosting services to business and residentialretail customers and other carriers located primarily in theUnited States, Canada, Australia, the United Kingdom and westernEurope. Founded in 1994, PRIMUS provides services over its globalnetwork of owned and leased transmission facilities, includingapproximately 250 points-of-presence (POPs) throughout the world,ownership interests in undersea fiber optic cable systems, 18carrier-grade international gateway and domestic switches, and avariety of operating relationships that allow it to delivertraffic worldwide.

-- Completed approximately $569 million of investments and approximately $470 million of dispositions in the quarter, capping off a year in which the Company completed approximately $1.3 billion of investments and approximately $900 million of joint ventures and non-core asset dispositions.

About Reckson Associates

Headquartered in Melville, New York, Reckson Associates Realty Corp. -- http://www.reckson.com/-- is a self-administered and self-managed real estate investment trust specializing in the acquisition, leasing, financing, management and development of Class A office properties. Reckson's core growth strategy is focused on the markets surrounding and including New York City. The Company is one of the largest publicly traded owners, managers and developers of Class A office properties in the New York Tri-State area, and wholly owns, has substantial interests in, or has under contract, a total of 102 properties comprised of approximately 20.2 million square feet.

Historically, Refco Japan undertook marketing to institutional customers, and referred customers to its Refco affiliate inSingapore. Refco Japan is monitored by the Kanto Regional Finance Bureau, a Japanese regulatory agency.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, relates that when news of the alleged fraud at Refco, Inc., surfaced in October 2005, institutional clients ceased conducting business with Refco Japan. As a result, Refco Japan has not been able to trade, nor earn income from referrals.

Based on the results of their analysis of Refco Inc., and its debtor-affiliates' ongoing and future business prospects, the Debtors' management and financial advisors have concluded that the best way to maximize the value of the Refco Japan common shares is to sell them.

Since the Petition Date, Refco Japan was widely marketed by the Debtors' advisors during the worldwide sale process. However, Man Financial Inc., the winning bidder at an auction, was not interested in purchasing Refco Japan. In addition, the KGFB threatened to revoke Refco Japan's trading license if it was not sold quickly, thus, forcing a liquidation.

After conducting due diligence and holding discussions with Refco Japan's sales team, VC Square Toushi Kikin Uneikumiai Company Limited, Encourage Entrepreneurship Fund Limited Partnership, VC Square Company Limited, and Hachimine Noboru Office Company Limited entered into a Purchase Share Agreement with Global Holdings, pursuant to which the Purchasers will acquire 3,200 Shares for $4,600,000, a premium over both book value and the expected liquidation value. Global Holdings will transfer the Shares to the Purchasers free and clear of all pledges, security interests, liens, charges, and claims and other encumbrances.

The Debtors believe that the Purchasers' offer is the highest and best offer for the Shares under any circumstances.

The Debtors also assert that the lien and interest holders will be adequately protected, because their liens and interests will attach to the net proceeds of the sale, subject to any claims and defenses the Debtors may possess.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the Southern District of New York to allow Global Holdings to consummate the Share Purchase Agreement under Section 363(f) of the Bankruptcy Code.

About Refco Inc.

Headquartered in New York, New York, Refco Inc. --http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensiveglobal institutional and retail client base. Refco's worldwidesubsidiaries are members of principal U.S. and internationalexchanges, and are among the most active members of futuresexchanges in Chicago, New York, London and Singapore. In additionto its futures brokerage activities, Refco is a major broker ofcash market products, including foreign exchange, foreign exchangeoptions, government securities, domestic and internationalequities, emerging market debt, and OTC financial and commodityproducts. Refco is one of the largest global clearing firms forderivatives.

REFCO INC: Wants Court to Okay Miscellaneous Asset Sale Protocol ----------------------------------------------------------------Since the Petition Date, Refco Inc., and its debtor-affiliateshave sold a substantial portion of their assets, including assets related to Refco, LLC. The Debtors also sought to sell other assets, including assets and equity interests related to Refco F/X Associates, LLC, Partners Capital Investment Group, L.L.C., and a collection of artwork.

In connection with their continued wind-down efforts, the Debtors anticipate the sale of many more assets of relatively small value compared to the aggregate value of their assets currently held, including:

In addition, the Debtors anticipate rejecting or otherwise disposing of many of their real property leases. Following these activities, the Debtors will also need to sell certain assets, like computers, office furniture and other equipment.

To facilitate the formation and ultimate confirmation of a plan of reorganization and to yield the highest possible returns to their creditors, the Debtors ask the U.S. Bankruptcy Court for the Southern District of New York to establish uniform procedures for their contemplated sales of the Miscellaneous Assets, on an expedited basis, pursuant to Sections 105(a) and 363 of the Bankruptcy Code.

Specifically, the Debtors propose that the Miscellaneous Asset Sales be structured in accordance with these Sale Procedures:

(1) Level 1 Sales

With respect to any single Miscellaneous Asset or its related group with an expected sale price of less than or equal to $150,000, the Debtors will be permitted to accept and consummate any offer that they determine to be fair and reasonable. Not later than the fifth business day following the date on which any Level 1 Sales are actually consummated, the Debtors will provide notice of the Level 1 Sale to counsel for the Official Committee of Unsecured Creditors, counsel to the agent for the Debtors' prepetition lenders, the United States Trustee, and any other person or entity asserting an interest in the Miscellaneous Assets sold.

(2) Level 2 Sales

With respect to any single Miscellaneous Asset with an expected sale price of greater than $150,000 but less than or equal to $1,000,000:

(a) As soon as practicable after a negotiation of a definitive agreement for a Level 2 Sale, the Debtors will provide to the Notice Parties a written description of the Sale, identifying the purchaser and its relationship to the Debtors, the assets to be sold, the purchase price to be paid, the book value of the assets and any other available valuation, and marketing efforts for the Miscellaneous Assets.

(b) If the Miscellaneous Asset Sale is to be conducted by an auctioneer or liquidator, the Sale Summary will only identify the time, place, and description of assets to be sold. The Debtors' insiders or affiliates will not be permitted to participate at a Liquidation Sale.

(c) The Notice Parties will have until 5:00 p.m. to review the Sale Summary on the 10th business day following its delivery. However, if all Notice Parties:

* affirmatively assent to the Level 2 Sale;

* fail to notify the Debtors of their objection to the Level 2 Sale prior to the expiration of the Level 2 Review Period; or

* fail to request additional time,

the Debtors will consummate the Level 2 Sale without notice and a hearing or Court approval.

(d) If all objections by Notice Parties to a Level 2 Sale are withdrawn, the Debtors may consummate the Level 2 Sale without further notice or Court approval.

(e) If a Notice Party timely objects to the Level 2 Sale and does not withdraw the objection, the Debtors may forego consummation of the Level 2 Sale, modify the terms of the Level 2 Sale that would result in the withdrawal of any objections, or seek to consummate the Level 2 Sale over the objecting Notice Party's objection.

(f) The Debtors will undertake to inform and involve in all subsequent discussions of the proposed transaction the financial advisors to the Committee and the Prepetition Agent.

(g) The Debtors will file with the Court, on a quarterly basis, reports of all sales with a sale price greater than $150,000 during that quarter. The Reports will describe the property and its location, the name of the purchaser and the sale price.

-- make cost effective the smaller Miscellaneous Asset Sales that otherwise would be prohibitively expensive; and

-- expedite the sale of more valuable assets in a cost effective manner that provides the most benefit to the Debtors' estates and creditors.

Ms. Henry states that all Miscellaneous Asset Sales will be made free and clear of any liens, claims, interests or encumbrances of any entity in the Miscellaneous Assets, unless otherwise agreed by the parties to the Miscellaneous Asset Sale. Any party asserting an Interest in the Miscellaneous Assets will be protected by having that Interest attach to the net proceeds of the sales, subject to any claims and defenses the Debtors may possess.

Ms. Henry further notes that the Debtors will not be able to sell Miscellaneous Assets to "insiders" or "affiliates" without clearly disclosing that fact on the face of the notices to the Notice Parties.

Moreover, the Debtors intend to compensate liquidators or brokers for their services without further Court approval in connection with the Miscellaneous Asset Sales. The Debtors did not specify any broker's fee or commission rate.

The Debtors believe that the use of brokers and liquidators will significantly aid in the timely disposition and realization of the maximum possible value for the Miscellaneous Assets.

About Refco Inc.

Headquartered in New York, New York, Refco Inc. --http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensiveglobal institutional and retail client base. Refco's worldwidesubsidiaries are members of principal U.S. and internationalexchanges, and are among the most active members of futuresexchanges in Chicago, New York, London and Singapore. In additionto its futures brokerage activities, Refco is a major broker ofcash market products, including foreign exchange, foreign exchangeoptions, government securities, domestic and internationalequities, emerging market debt, and OTC financial and commodityproducts. Refco is one of the largest global clearing firms forderivatives.

SAINT VINCENTS: Settles Dispute with Mallinckrodt-------------------------------------------------The U.S. Bankruptcy Court for the Southern District of New York approved a stipulation resolving Saint Vincents Catholic Medical Centers of New York and its debtor-affiliates' dispute with Mallinckrodt, Inc. The stipulation provides that:

(a) SVCMC will pay to Mallinckrodt, not later than March 22, 2006:

-- $27,822, which represents the cost of all postpetition Warranty Services Mallinckrodt provided from the Petition Date through March 8, 2006; plus

-- $40,000, in exchange for Mallinckrodt's provision of Warranty Services for the period March 8, 2006, and ending one year after.

(b) At the discretion of both parties, in exchange for the continued provision of Warranty Services after the Initial Warranty Period, SVCMC will pay to Mallinckrodt annually thereafter (i) $40,000; or (ii) any amount agreed by the parties. The Extended Warranty Period will not extend beyond February 2010;

(c) In the event the Debtors sell either St. John's Hospital, Queens, Mary Immaculate Hospital, Queens and St. Vincents Hospital, Staten Island, during the Initial Warranty Period or, if applicable, any Extended Warranty Period, the purchaser of each Hospital will be entitled to the Warranty Services for the Ventilators for the balance of (i) the Initial Warranty Period; or (ii) if applicable, the Extended Warranty Period.

Mallinckrodt will be required to provide Warranty Services only for Ventilators that remain at the Hospitals at which they are currently located;

(d) Any and all amounts paid by SVCMC to Mallinckrodt pursuant to the Stipulation will be credited against (i) the aggregate dollar amount of allowed prepetition claims asserted by Mallinckrodt relating to the Ventilators or the Warranty Services; or (ii) the cure amount, if any, in the event SVCMC assumes Mallinckrodt's contractual obligation to provide the Warranty Services; and

(e) Mallinckrodt may not terminate its obligations under the Stipulation in the absence SVCMC's breach of the payment obligations, which breach is not cured by SVCMC within 20 days of written notice and a further Court order permitting the termination of Mallinckrodt's obligations.

As reported in the Troubled Company Reporter on Oct. 10, 2005, the Debtors inadvertently shipped 840 ventilators belonging to Mallinckrodt to Debtor Puritan Bennett.

While the Debtors intended to purchase the Equipment through a lease agreement with a third party, there was no executed lease agreement, and Mallinckrodt has not received payment for the Equipment:

Mallinckrodt contended that the Debtors had no legal or equitable interest in the equipment, and their interest was merely bare possession and asked the Court to lift the automatic stay so that it can exercise its right to terminate service coverage. The Debtors opposed this request.

Headquartered in New York, New York, Saint Vincents CatholicMedical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operatehospitals, health centers, nursing homes and a home health agency.The hospital group consists of seven hospitals located throughoutBrooklyn, Queens, Manhattan, and Staten Island, along with fournursing homes and a home health care agency. The Company and sixof its affiliates filed for chapter 11 protection on July 5, 2005(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). GaryRavert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &Emery, LLP, filed the Debtors' chapter 11 cases. On Sept. 12,2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP tookover representing the Debtors in their restructuring efforts.Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents theOfficial Committee of Unsecured Creditors. As of Apr. 30, 2005,the Debtors listed $972 million in total assets and $1 billion intotal debts. (Saint Vincent Bankruptcy News, Issue No. 22;Bankruptcy Creditors' Service, Inc., 215/945-7000)

SAINT VINCENTS: GAIC Wants to Conduct Rule 2004 Inquiry-------------------------------------------------------Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, Great American Insurance Company asks the U.S. Bankruptcy Court for the Southern District of New York to compel Saint Vincents Catholic Medical Centers of New York and its debtor-affiliates to produce documentation and information, to the extent that they are within the Debtors' possession or control, related to:

(a) restricted use accounts or other set asides or accounts purportedly created by the Debtors relevant to two judgments in favor of:

* Patsy Merola, in the action entitled Patsy Merola, as Administrator of the Estate of Wanda Merola v. Catholic Medical Center of Brooklyn & Queens, Inc., doing business as St. John's Hospital, et al., commenced in the Supreme Court of the State of New York, Queens County; and

* Sondra Lowery, in the action entitled Sondra Lowery v. Henry Lamaute, M.D., et al., commenced in the Supreme Court of the State of New York, Queens County; and

(b) the insurance and self-insurance programs implemented by the Debtors with respect to their medical malpractice liabilities.

The Appeals

Under the Merola Action, the New York Supreme Court awarded Mr. Merola judgment in the sum of $2,652,539.

St. John's, one of the hospitals operated by SVCMC, filed a notice of appeal on the Merola Judgment.

Under the Lowery Action, the New York Supreme Court also awarded Ms. Lowery judgment against Dr. Lamaute for $4,205,257.

Dr. Lamaute filed a notice of appeal on the Lowery Judgment.

The Appeal Bonds

To prevent each of Mr. Merola and Ms. Lowery from enforcing their Money Judgments during the pendency of the Appeals, GAIC issued an Undertaking on Appeal from a Judgment Directing the Payment of Money on behalf of:

* St. John's dated November 7, 2003 -- Bond No. FS 6818788; and

* Dr. Lamaute dated February 25, 2005 -- Bond No. FS 6338498.

St. John's and SVCMC also executed and delivered General Indemnity Agreements to GAIC.

GAIC issued the two Appeal Bonds at St. John's and SVCMC's request and partially in reliance on the General Indemnity Agreements executed by St. John and SVCMC.

Pursuant to a Court-approved Stipulation, the Bankruptcy Court allowed Mr. Merola to pursue recovery from GAIC under the Appeal Bond.

In connection with the issuance of the Lowery Undertaking onAppeal, the Debtors advised GAIC that there was excess professional liability insurance partially covering the LoweryJudgment totaling $2,000,000, comprised of:

-- $500,000 with Queensbrook Insurance Limited using AIG paper;

-- $500,000 with Transatlantic Reinsurance Company, which is a subsidiary of AIG; and

-- $1,000,000 with the Hospital Association of New York.

QIL and HANYS advised GAIC that their policies are not impairedshould the Appellate Court affirms the Lowery Judgment.

The Bankruptcy Court has set a conference and hearing forMarch 29, 2006, to consider various proposals for the administration and handling of the Debtors' insurance and self-insurance with respect to medical malpractice claims.

Rule 2004 Examination is Necessary

Mark S. Gamell, Esq., at Torre, Lentz, Gamell, Gary & Rittmaster,LLP, in Jericho, New York, explains that GAIC seeks to obtain certain information from the Debtors and other third parties so that:

(a) it will be properly informed and prepared to participate in the March 29 hearing;

(b) the administration of the Debtors' bankruptcy proceedings will not be delayed further; and

(c) its rights, both liquidated and contingent, as well as those of the judgment creditors to whose rights it may become subrogated with respect to the Debtors and their various insurance and self-insurance programs, will be protected.

Accordingly, GAIC seeks the Court's authority to:

(a) examine under oath prior to the Hearing, persons under the direction and control of the Debtors; and

(b) issue subpoenas compelling the examination under oath of persons no longer under the Debtors' direction and control pursuant to Rule 45 of the Federal Rules of Civil Procedure prior to the Hearing.

The scope of the examinations will be limited to the matters inGAIC's request, Mr. Gamell assures the Court.

The Debtors advised GAIC that some of the requested informationis not in their possession or control or their current employees,and must be gathered from the examination of non-debtor sources,Mr. Gamell informs the Court.

Debtors Object

John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in NewYork, asserts that some of GAIC's discovery requests appearoverly broad given its stated purpose.

Mr. Rapisardi contends that the timing provided for responding to discovery requests is unnecessarily accelerated, as issues to be decided at the Hearing are predominantly procedural and in any event do not affect the rights of bond issuers like GAIC.

Many of the requested documents related to the Trusts may contain information that is privileged or otherwise non-disclosable. Thus, the Debtors ask the Court to protect the confidentiality of those documents.

Mr. Rapisardi tells the Court that the Debtors have prepared astipulation, which provides for all of GAIC's requests andaddresses their concerns with regard to the confidential natureof the requested information.

The Stipulation has been provided to GAIC's counsel, who has not yet been able to respond to it, according to Mr. Rapisardi.

Mr. Rapisardi tells Judge Hardin that the Stipulation:

(a) balances the needs of both parties by providing reasonable and sufficient authority to GAIC under Rule 2004 to conduct examinations and compel the production of documents while protecting their rights to maintain the confidentiality of privileged or otherwise non-disclosable information; and

(b) provides a reasonable timeline for them to respond to GAIC's information requests.

The Stipulation provides that the Debtors will produce documents and information, to the extent that they are under the Debtors' possession, to GAIC no later than April 30, 2006. GAIC may also, no later than May 15, 2006:

(i) examine under oath persons under the Debtors' direction and control; and

(ii) issue subpoenas, compelling examination under oath, to those persons no longer under the Debtors' direction and control.

Accordingly, to the extent that the Court limits its approval of GAIC's request to the terms of the Stipulation, the Debtors have no further objection.

However, if the Court will not limit its approval, the Debtors continue their objection.

Headquartered in New York, New York, Saint Vincents CatholicMedical Centers of New York -- http://www.svcmc.org/-- the largest Catholic healthcare providers in New York State, operatehospitals, health centers, nursing homes and a home health agency.The hospital group consists of seven hospitals located throughoutBrooklyn, Queens, Manhattan, and Staten Island, along with fournursing homes and a home health care agency. The Company and sixof its affiliates filed for chapter 11 protection on July 5, 2005(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). GaryRavert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &Emery, LLP, filed the Debtors' chapter 11 cases. On Sept. 12,2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP tookover representing the Debtors in their restructuring efforts.Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents theOfficial Committee of Unsecured Creditors. As of Apr. 30, 2005,the Debtors listed $972 million in total assets and $1 billion intotal debts. (Saint Vincent Bankruptcy News, Issue No. 22;Bankruptcy Creditors' Service, Inc., 215/945-7000)

The Company ended the quarter with approximately $80 million of cash on hand and no outstanding borrowings on its $800 million revolving credit facility.

The Company repurchased approximately $607 million of senior notes during the year, and as a result, total debt at Jan. 28, 2006 declined from one year ago by nearly 50% to approximately $731 million, and debt-to-capitalization was 26.8%.

The Company increased its common share repurchase authorization by 35 million shares during the fourth quarter of 2005. The Company purchased 12.9 million shares of common stock during the year for a total of approximately $224 million. The Company has remaining availability of approximately 37.8 million shares under its 70 million share repurchase authorization.

2006 Financial Forecasts

The management believes that these assumptions are reasonable for 2006:

-- Depreciation and amortization ranging from $160 million to $170 million, decreasing over 2005 expense due to the elimination of its Proffitt's and McRae's department store and Northern Department Store Group from the store base; and

-- An effective tax rate of approximately 40.0%.

For the full year, management expects net capital spending will total approximately $175 million to $200 million.

Other Store News

In 2005, the Company opened a 90,000 square foot Parisian store in Gadsden, Alabama and opened a new prototype 130,000 square foot Parisian store in Collierville, Tennessee.

During the year, the Company closed five underperforming stores to better allocate resources to its most productive units.

The Company has plans to open new Parisian stores in Birmingham, Alabama in fall 2006; Little Rock, Arkansas in fall 2006; Detroit, Michigan in 2007; and Rogers, Arkansas in 2007.

About Saks Inc.

Headquartered in Birmingham, Alabama, Saks Incorporated -- http://www.saksincorporated.com/-- operates Saks Fifth Avenue Enterprises, which consists of 55 Saks Fifth Avenue stores, 50 Saks Off 5th stores, and Saks.com. The Company also operates 39 Parisian stores and 57 Club Libby Lu specialty stores. On Jan. 9, 2006, the Company announced it is exploring strategic alternatives for Parisian.

In November 2005, Moody's and Fitch assigned the Company highly speculative senior unsecured debt ratings. Additionally, Fitch rated the Company's bank debt at BB with a negative outlook. Moody's placed the Company's corporate family rating at B2 with a positive outlook.

SEITEL INC: Balance Sheet Upside-Down by $11.2 Million at Dec. 31-----------------------------------------------------------------Seitel, Inc. (OTC Bulletin Board: SELA) disclosed its financial results for the fourth quarter and year ended Dec. 31, 2005, to the Securities and Exchange Commission on Mar. 16, 2006.

The company reported revenue of $41.4 million for the fourth quarter ended December 31, 2005, compared to $33.9 million for the same period in 2004. Revenue for the quarter grew 68 percent on a sequential basis and 22 percent year-on-year. Cash resales reached a record level of $32 million, compared to $28.1 million for the fourth quarter of 2004. For the quarter ended Dec. 31, 2005, cash resales increased 58 percent sequentially and 14 percent year-on-year. This represents the fifth consecutive quarter of year-on-year growth in cash resales as demand for seismic data remained strong. For the fiscal year 2005, cash resales increased to $97.5 million from $80.3 million in 2004.

For the fourth quarter of 2005, net income was $1.4 million compared to a net loss of $5.6 million in the fourth quarter of last year. This represents the first profitable quarter since the second quarter of 2003.

"Our return to profitability is a testament to the successful execution of our business strategy," stated Rob Monson, chief executive officer. "We have been steadily improving on our execution and continue to grow and leverage our large data library. As a result, our balance sheet continues to strengthen, with a cash balance that grew to $78 million at year end."

"The industry environment remains favorable and we expect demand for seismic data to grow during 2006 in line with the expected increase in E&P spending in North America," continued Mr. Monson. "Our 3D library grew over 2,100 square miles in 2005 and should continue to grow significantly in 2006. We also expect to increase our portfolio of value added, technologically advanced product offerings. Seitel is now better equipped than ever to take advantage of the opportunities available to us during the coming years."

The company reported operating income of $7.4 million in the 2005 fourth quarter compared to an operating loss of $2 million in the 2004 fourth quarter. Operating income for the 2005 full year was $15.7 million compared to an operating loss of $61 million in the prior year. Depreciation and amortization expense for the fourth quarter of 2005 was $22 million compared to $29 million for the same period in 2004. For the full year in 2005, depreciation and amortization expense fell to $98.4 million from $168.2 million for the prior year. Amortization expense for 2004 included $59.1 million resulting from the change in useful life of the company's data. The 2005 periods reflect lower amortization resulting from the effects of the level of revenue recognized on data with fully amortized costs.

For the year ended Dec. 31, 2005, the company reported a net loss of $1.7 million compared to a net loss of $92.1 million in 2004. The 2004 period includes the following non-recurring charges:

i) a $59.1 million amortization charge resulting from the change in useful life of the company's data from seven to four years;

ii) $12.5 million in reorganization charges, which includes costs related to restructuring efforts and bankruptcy proceedings; and

iii) $2.3 million in additional interest expense due to the overlapping of newly issued and retiring senior notes.

2005 includes a tax benefit of $4.8 million, which primarily resulted from the reversal of the valuation allowance provided against the deferred tax asset inCanada. During 2005, management determined that it was more likely than not that this deferred tax asset would be realized. 2004 results include a tax benefit of $3.3 million primarily related to tax refunds in the U.S. and Canada.

Cash margin, defined as cash revenues other than from data acquisition less cash expenses, is the indicator management believes best measures the level of cash from operations that is available for debt service and capital expenditures, net of underwriting. Cash margin grew 10 percent and 32 percent for the 2005 three and twelve month periods to $24.5 million and $72.3 million.

As of Dec. 31, 2005, the company's balance sheet shows $246.7 million in total assets and $257.8 million in total debts resulting to a $11.2 million stockholders' equity deficit.

Headquartered in Houston, Texas, Seitel, Inc. (OTC Bulletin Board: SELA) -- http://www.seitel-inc.com/-- founded in 1982, has grown to become the owner of one of the largest seismic data libraries providing information to the North American oil and gas market. Focused on the U.S. and Canada, the company owns data in all the major exploration and production basins. Seitel continues to grow the data library using its 20 years of experience in performing seismic surveys in North America. Seitel's strengths include expertise in managing and delivering seismic data, as well as an experienced and dynamic sales and marketing team. Seitel's seismic data library includes both onshore and offshore three-dimensional (3D) and two-dimensional (2D) data and offshore multi-component data. The company has ownership in over 35,000 square miles of 3D and approximately 1.1 million linear miles of 2D seismic.

SENIOR HOUSING: Former Parent Selling 10.7% Stake for $135.71 Mil.------------------------------------------------------------------HRPT Properties Trust is selling all of its holdings in Senior Housing Properties Trust, comprising of 7,710,738 of Senior Housing's common shares, for $135,708,989 at $17.60 per share.

Senior Housing used to be a wholly owned subsidiary of HRPT Properties until October 1999. On October 12, 1999, a majority of Senior Housing's then outstanding shares were distributed to HRPT shareholders. At that time, HRPT Properties retained 12,809,238 of Senior Housing's outstanding shares. HRPT Properties now owns 7,710,738 of Senior Housing's outstanding shares, comprising a 10.7% equity stake in Senior Housing.

HRPT Properties is selling the common shares through two underwriters:

Senior Housing Properties Trust is a real estate investment trust,or REIT, which invests in senior housing properties, includingapartment buildings for aged residents, independent livingproperties, assisted living facilities and nursing homes. As of December 31, 2005, we owned 188 properties located in 32 states with a book value of $1.7 billion before depreciation.

These ratings were removed from CreditWatch, where they were placed with negative implications Nov. 15, 2005. The action reflects the expectation that these obligations will be assumed by Starwood (previously they were guaranteed by Starwood) and not by Host Marriott Corp. (BB-/Stable/--), a lower rated entity, in connection with Starwood's agreement to sell 38 hotels to Host for stock and cash worth $4.1 billion (at the time of the announcement). In lieu of the debt transfers, Starwood will receive an additional cash consideration of $600 million from Host and would likely redeem the $150 million notes.

All other existing ratings for Starwood were affirmed, including the 'BB+' corporate credit rating. The rating outlook is positive.

In November 2005, Starwood announced that it would sell 38 hotels totaling almost 19,000 rooms to Host for $4.1 billion. With the assumption of $600 million in ITT notes by Starwood, the cash component of the purchase price will increase to almost $1.7 billion. In addition, $2.3 billion in Host stock will be paid to Starwood's shareholders (although the equity component of the purchase price has increased since the announcement due to appreciation in Host's stock price), and Host will assume $100 million of Starwood's debt. Of the almost $1.7 billion total cash consideration, Starwood will receive $1.54 billion and its shareholders will directly receive $122 million.

Cash proceeds received by Starwood from the Host transaction, expected proceeds from asset sales in 2006 of more than $400 million, and about $900 million in unrestricted cash balances as of December 2005 are expected to allow the company to repay maturing debt balances of $450 million and make share repurchases over the intermediate term. As of January 2006, there was more than $900 million of availability under Starwood's share repurchase authorization. In addition, the company defeased $470 million in mortgage-backed debt in February 2006.

"The rating on White Plains, New York-based Starwood reflects its large, high quality, and geographically diversified hotel portfolio with many well-established brand names," said Standard & Poor's credit analyst Emile Courtney. "This is partly tempered by the sensitivity of lodging demand to economic cycles and the company's exposure to the performance of its largest owned hotels."

STELCO INC: Gives Update on Finalized and Approved Plan Documents-----------------------------------------------------------------Stelco Inc. issued an update in the matter of the finalization and approval of principal documents as the Company moves towards implementation of its restructuring plan, expected to occur on March 31, 2006.

As reported in the Troubled Company Reported on March 27, 2006, Stelco reported the proposed amendment of its restructuring plan to change certain terms of the New Secured Floating Rate Notes to be issued under the plan. The Company indicated at that time that the proposed amendments had the consent or support of the Court-appointed Monitor, Tricap Management Limited and the Province of Ontario.

Additionally, Stelco was awaiting confirmation from the other equity sponsors and indication from the Senior Bondholder Steering Committee that the Company could proceed with the proposed amendments.

Stelco reported that those confirmations and indications have now been received.

Restructuring Plan Documents

The Company also reported that the terms of various material documents and agreements contemplated by Stelco's restructuring plan have now been finalized.

These documents include the Company's ABL Loan Agreement, its Secured Revolving Term Loan Agreement, the Secured Floating Rate Note Trust Indenture under which the Company will issue secured notes, the Province Loan Agreement and Pension Agreement, the Intercreditor Agreement, the Province Intercreditor Agreement, and the Warrant Indenture.

Stelco is expected to emerge from its Court-supervisedrestructuring on March 31, 2006. At that time, new common shareswill be issued under the approved restructuring plan and areexpected to begin trading on the TSX on April 3, 2006, subject tocertain conditions.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified steel producer. Stelco is involved in all major segments of thesteel industry through its integrated steel business, mini-mills,and manufactured products businesses. The company is currently inthe final stages of a Court-supervised restructuring. Thisprocess is designed to establish the Company as a viable andcompetitive producer for the long term. The new Stelco will befocused on its Ontario-based integrated steel business located inHamilton and in Nanticoke. These operations produce high qualityvalue-added hot rolled, cold rolled, coated sheet and barproducts.

In early 2004, after a thorough financial and strategic review,Stelco concluded that it faced a serious viability issue. TheCorporation incurred significant operating and cash losses in 2003and believed that it would have exhausted available sources ofliquidity before the end of 2004 if it did not obtain legalprotection and other benefits provided by a Court-supervisedrestructuring process. Accordingly, on Jan. 29, 2004, Stelco andcertain related entities filed for protection under the Companies'Creditors Arrangement Act.

The Court extended the stay period under Stelco's Court-supervisedrestructuring from Dec. 12, 2005, until March 31, 2006.

TITANIUM METALS: Earns $38.6 Million in Fourth Quarter of 2005--------------------------------------------------------------Titanium Metals Corporation (NYSE: TIE) reported operating income of $63.0 million and net income attributable to common stockholders of $38.6 million for the quarter ended Dec. 31, 2005, compared to operating income of $17.8 million and net income attributable to common stockholders of $15.9 million for the quarter ended December 31, 2004. The 2004 amounts have been restated for the effects of the Company's previously reported change in its method for inventory costing.

The Company's net sales increased 61% to $220.8 million during the fourth quarter of 2005 compared to net sales of $137.0 million during the fourth quarter of 2004, due to increases in both average selling prices and sales volumes. Mill product average selling prices increased 39% and melted product average selling prices increased 62% during the fourth quarter of 2005, compared to the fourth quarter of 2004. Mill product sales volume increased 15% while melted product sales volume increased 8% during the fourth quarter of 2005, compared to the fourth quarter of 2004.

For the full year 2005, the Company reported operating income of $171.1 million and net income attributable to common stockholders of $143.7 million compared to operating income of $43.0 million and net income attributable to common stockholders of $43.3 million for the full year 2004.

Net sales for the full year 2005 increased 49% to $749.8 million compared to net sales of $501.8 million during 2004, due to increases in both average selling prices and sales volumes. Mill product average selling prices increased 30% and melted product average selling prices increased 48% during 2005, as compared to 2004. Mill product sales volume increased 11% while melted product sales volume increased 6% during 2005, as compared to 2004.

Other non-mill product sales during the fourth quarter and full year of 2005 increased 49% and 66%, respectively, compared to the year ago periods due principally to higher selling prices for titanium scrap and improved demand for the Company's fabrication products. Such sales accounted for $5.9 million and $21.1 million of additional operating income during the fourth quarter and full year of 2005, respectively, as compared to the year ago periods. Operating income during the fourth quarter and full year of 2005 was adversely impacted by higher costs for raw materials as compared to the year ago periods.

The Company's backlog at the end of December 2005 was a record $870 million, a $160 million (23%) increase over the $710 million backlog at the end of September 2005 and a $420 million (93%) increase over the $450 million backlog at the end of December 2004.

The Company's aggregate unused borrowing availability under its U.S. and European credit agreements approximated $123 million at December 31, 2005.

Steven L. Watson, CEO, said, "2005 was a tremendous year for TIMET as we achieved our highest sales revenue, operating income and net income attributable to common stockholders in the entire history of the Company. The titanium market outlook is currently as strong as we've ever seen it, and we expect market conditions to remain strong for at least the next several years. We currently expect our full year 2006 net sales revenue to range from $1.0 billion to $1.1 billion, which is an increase of 35% to 50% from 2005. This increase is primarily driven by significant increases in melted product average selling prices (expected to increase by 75% to 80% as compared to 2005) and mill product average selling prices (expected to increase by 25% to 30% as compared to 2005). Although raw material and other costs will likely continue to increase in 2006, the Company expects to achieve significant operating income growth. We currently expect 2006 full year operating income to range from $257 million to $282 million, which is a 50% to 65% increase from operating income earned in 2005."

Treasurer of Jackson County $136,750111 South Main StreetBrownstown, IN 47220

Exide Technologies Transport $100,385

Mawdi Uni-Select USA $44,678

G&G Oil Co. of Indiana Inc. $41,624

Bartholomew County Treasurer $39,559

Middle Atlantic Warehouse Inc. $36,884

Crowder Realty LLC $32,365

American Express $25,235

Indiana Oxygen $23,045

Cumberland Products Inc. $22,544

BSI North American $21,130

Central Power Systems $18,549

Gardner $18,337

Treasurer of Lawrence $17,964

Manifest Funding Services $17,685

GE Capital $17,430

EI DuPont De Nemours Co. $17,050

Polyfreeze LLC $16,298

U.S. CAN: Sells U.S. & Argentinean Operations to Ball Corporation-----------------------------------------------------------------Ball Corporation (NYSE: BLL) completed its acquisition of the United States and Argentinean operations of U.S. Can Corporation, adding to Ball's portfolio of packaging products and making Ball the largest supplier in the U.S. of aerosol cans, primarily for food and household products.

Ball acquired 10 manufacturing plants in seven states and two plants in Argentina. The operations have sales of approximately $600 million, employ 2,300 people and produce more than two billion steel aerosol containers annually. In addition to aerosol cans, the acquired operations produce paint cans, plastic containers and custom and specialty cans.

Ball reported early this month that it had hired can industry veteran Michael W. Feldser to head up the acquired U.S. Can operations. He will be president of Ball's aerosol & specialty packaging division.

"We are pleased to have this acquisition closed so the integration process can begin," said R. David Hoover, president and chief executive officer. "We have a track record for successful integration of acquired businesses, and we intend to build on that record."

Ball reported that the former U.S. Can headquarters in a leasedbuilding in Lombard, Illinois, will be closed. Functions that had been performed there will be transferred to Ball offices near Denver, moved to a plant in Elgin, Illinois, that is part of the acquisition or in certain cases eliminated. The number of U.S. Can employees who will receive employment opportunities with Ball will be determined in the coming weeks, based upon anticipated needs, interest in relocation and other factors as the integration process continues.

"We will implement plans to welcome new employees, meet with customers and suppliers and begin to realize the synergy savings we are certain exist and to identify others," Mr. Hoover said. "We expect to realize consolidation opportunities in the future as we fully integrate the people and plants into Ball. Closing the former headquarters is a first step and should help facilitate the integration process. We believe this is a business that willbenefit considerably from being a part of a larger packaging organization, and that our existing packaging businesses will benefit from having them as part of Ball."

Raymond J. Seabrook, senior vice president and chief financial officer, said the refinancing of the U.S. Can debt was accomplished at significantly lower rates through the issue by Ball of a new series of senior notes and an increase in bank debt under new facilities that were put in place in the fourth quarter of 2005.

Headquartered in Lombard, Illinois, U.S. Can Corporation --http://www.uscanco.com/-- manufactures steel containers for personal care, household, automotive, paint and industrialproducts in the United States and Europe, as well as plasticcontainers in the United States and food cans in Europe.

At Oct. 2, 2005, U.S. Can's balance sheet showed a $426,657,000equity deficit, compared to a $398,429,000 deficit at Dec. 31,2004.

* * *

As reported in the Troubled Company Reporter on Mar. 6, 2006,Moody's Investors Service placed ratings of United States CanCompany, the operating subsidiary of U.S. Can Corporation underreview, following announcement that U.S. Can will sell its U.S.and Argentinean operations to Ball Corporation.

As reported in the Troubled Company Reporter on Feb. 20, 2006,Standard & Poor's Ratings Services placed its ratings, includingits 'B' corporate credit rating, on U.S. Can Corp. and its whollyowned subsidiary, United States Can Co., on CreditWatch withdeveloping implications. This follows the announcement thatU.S. Can has entered into a definitive agreement to sell itsU.S. and Argentinean operations to Ball Corp. (BB+/Stable/--) for1.1 million shares of Ball common stock and the repayment ofapproximately $550 million of U.S. Can's debt.

Fitch's rating actions come in response to the recent closing of USIH's restructured bank credit facilities, including both the above mentioned $210 million secured term loan and a $75 million revolving line of credit.

Fitch views the restructuring of USIH's bank credit facilities positively as Fitch believes the new structure enhances the company's liquidity and financial flexibility for future growth while it still limits financial leverage and promotes adherence to financial projections. In addition to increasing the credit facilities size, the terms provide for an 'accordion' feature in both facilities to add further borrowing capacity without lender approval. The credit facilities continue to be secured by USIH's stock.

* a lack of business diversity relative to the large global brokers; and

* the effects of a softening property/casualty insurance market.

Although 2005 operating results were negatively affected by the sale of discontinued businesses, operating performance and balance sheet strength have continued to improve as USIH has taken steps to improve operating margins, reduce debt, and consistently generate positive cash flow. Year-ended 2005 pretax operating income from continuing operations was $30.7 million versus $28.7 million in 2004.

Historically, USIH's growth strategy was focused on quick growth through acquisitions, resulting in high debt and goodwill levels as well as integration issues. At Dec. 31, 2005, total debt-to-total capital was 36.6% and goodwill was 98.9% of equity. Fitch views USIH's current transition toward an organic growth focus with a greater emphasis on client retention and cross-selling, with only select strategic acquisitions and improved expense control, as a positive development.

Although USIH has less business diversity than the largest global brokers, it is a leading provider of employee benefits brokerage services in addition to its property/casualty brokerage operations. Employee benefits business tends to be counter-cyclical to the property/casualty market. USIH's employee benefits business generates 35.9% of the company's total commission and fee revenues.

Fitch assigned this rating:

USI Holdings Corporation:

-- $210 million secured term loan due March 24, 2011 'BB-'

Fitch affirmed this rating with a Stable Outlook:

USI Holdings Corporation:

-- Issuer default affirmed at 'BB-'

USI HOLDINGS: Inks New $285 Million Senior Secured Credit Facility------------------------------------------------------------------USI Holdings Corporation (Nasdaq: USIH) closed on a new $285 million senior secured credit facility. The new facility consists of a $210 million term loan and a $75 million revolving credit facility with final maturities in 2011.

In addition, the Company has restructured several financial covenants and other limitations as part of the new facility to enhance financial and operating flexibility.

Proceeds from the new term loan facility drawn on the closing date were used to refinance all outstanding amounts under the existing credit facility and amounts under the new revolving credit facility will be used for general corporate purposes.

In connection with this transaction, the Company will record expense of approximately $2.1 million to write-off the unamortized deferred financing costs on the prior credit facility.

About USI Holdings Corporation

Founded in 1994, USI -- http://www.usi.biz/-- is a leading distributor of insurance and financial products and services to businesses throughout the United States. USI is headquartered in Briarcliff Manor, New York, and operates out of 71 offices in 19 states.

* * *

As reported in the Troubled Company Reporter on Feb. 17, 2006,Moody's Investors Service assigned a B1 rating to the new seniorsecured credit facilities to be arranged by USI HoldingsCorporation. Proceeds from the new facilities will be used torefinance all outstanding amounts under the company's existingcredit facilities and for general corporate purposes.

USIH currently has an approximate $210 million senior secured termloan due in 2008 and a $30 million senior secured revolving creditdue in 2007. The purpose of the refinancing is to increase thetotal amount of the facilities, enhance financial and operatingflexibility and extend maturities. The rating outlook is stable.

VENTURE HOLDINGS: Court Okays Pepper Hamilton as Special Counsel----------------------------------------------------------------The U.S. Bankruptcy Court for the Eastern District of Michigan approved the request of Stuart A. Gold, Chapter 7 Trustee overseeing the liquidation of Venture Holdings Company, LLC, and its debtor-affiliates, to employ Pepper Hamilton LLP as its special counsel.

Pepper Hamilton is expected to assist the Trustee in prosecuting preference lawsuits during the Chapter 7 proceedings. Mr. Gold is required to prosecute the preference lawsuits for the benefit of the Debtors' estates.

Before the conversion of the Debtors' chapter 11 case to a liquidation proceeding under chapter 7, Pepper Hamilton served as special conflicts counsel to the Debtors.

The Firm filed approximately 40 preference lawsuits on behalf of the Debtors; 26 of these lawsuits are still pending on the Court's docket. Through its preparation and handling of the preference lawsuits, Pepper Hamilton is keenly aware of the facts and known legal issues in these actions.

Additionally, the Firm, prior to the chapter 7 conversion, also provided valuable and essential counsel to the Company's Official Committee of Unsecured Creditors as its co-counsel.

Mr. Kayes assures the Court that the Firm does not represent anyinterest materially adverse to the Committee and is adisinterested person as that term is defined in Section 101(14) ofthe Bankruptcy Code.

"The downgrade is based on the continuation of lackluster operating performance and resulting credit measures that are below our expectations," said Standard & Poor's credit analyst Robert Lichtenstein.

Same-store sales decreased 0.1% in the first quarter of fiscal 2006, following a 1.3% decline in all of fiscal 2005. Moreover, operating margins for the 12 months ended Jan. 26, 2006, fell to 16.5%, from 15% a year earlier. Margins were negatively affected by higher costs, including:

* occupancy, * utility, and * marketing expenses.

As a result, leverage increased, with total debt to EBITDA at 6.5x for the 12 months ended Jan. 26, 2006.

The company commands a small market position in the family-dining sector. This sector has underperformed the overall restaurant industry and has weaker growth prospects because of changing consumer preferences as well as competition from restaurants in the:

WICKES INC: Has Until May 24 to Solicit Acceptances of Plan-----------------------------------------------------------The Honorable Bruce W. Black of the U.S. Bankruptcy Court for theNorthern District of Illinois, Eastern Division, extended, untilMay 24, 2006, Wickes Inc.'s time to solicit acceptances of itsplan of liquidation from its creditors.

The Debtor says the extension is necessary because:

-- its bankruptcy case is large and complex,

-- it has made good faith progress toward an orderly and successful liquidation by completing the sale of substantially all of its assets, and

-- it will give the Debtor additional time to resolve many administrative matters to allow for a consensual plan of liquidation.

WORLDSPAN LP: Incurs $3.2 Million Net Loss in Fourth Quarter 2005-----------------------------------------------------------------For the fourth quarter 2005, Worldspan, L.P.'s revenue is $207.8 million, down 2% from revenue of $213.1 million in the fourth quarter of 2004.

Worldspan's fourth quarter 2005 operating income is $10.5 million, an improvement of $5.4 million, compared to the same period in 2004. The improvement, the Company says, reflects lower employee costs, lower communication and technology expenses, lower maintenance expenses, lower rental expenses and lower other expenses.

The Company's net loss for the quarter is $3.2 million compared to a net loss of $5.6 million in the fourth quarter of 2004. The Company's year-over-year improvement in operating income was partially offset by additional interest expense of $6.6 million, in the quarter, as a result of their refinancing in February of 2005.

The Company generated $31.7 million in cash from operations during the fourth quarter of 2005 compared to $37.4 million in the fourth quarter of 2004. Cash capital spending was $4.8 million in the fourth quarter of 2005, an increase of $0.6 million from the $4.2 million cash capital spending a year ago. Principal payments on the term loan were $11 million, representing mandatory payments of $1 million and discretionarypayments of $10 million.

The Company's annual revenue in 2005 is $953.8 million, up 1% from revenue of $944.2 million in 2004, while its operating income for 2005 increased 31% to $116.1 million from $88.5 million in 2004.

For the full year 2005, the Company's net loss is $0.7 million, compared to net income of $41.9 million in 2004. The reduction, the Company notes, was due to a $55.6 million charge relating to its refinancing in the first quarter of 2005.

The Company generated $150.0 million in cash from operations during 2005 compared to $149.4 million in 2004. Its cash capital spending is $14.1 million in 2005, an increase of $0.3 million from the $13.8 million cash capital spending a year ago. The Company ended the year with a cash balance of $58.1 million.

Mr. Hans' practice focuses on director and officer, and professional, liability insurance, insurance and reinsurance, banking and securities matters, and corporate governance. His clients include international and domestic insurance companies, Fortune 500 companies, investment firms and commercial banks. Before joining Thacher Proffitt, Richard worked at DLA Piper, King & Spalding, and Skadden Arps.

Mr. Hans received his JD from St. John's University School of Law, cum laude, and was the Executive Publications Editor of St. Johns Law Review. He received his BS, with merit, from the U.S. Naval Academy. He is admitted to the New York bar, as well as US Court of Appeals for the Second Circuit, US District Court for the Southern District of New York, and US District Court for the Eastern District of New York.

Mr. Hans is a member of the Federal Bar Council; American Bar Association Task Force on Corporate Governance; New York State Bar Association Commercial and Federal Litigation Section; New York Guild of Catholic Lawyers; and Professional Liability Underwriting Society.

About Thacher Proffitt & Wood LLP

A law firm that focuses on the capital markets and financial services industries, Thacher Proffitt -- http://www.tpw.com-- advises domestic and global clients in a wide range of areas, including corporate and financial institutions law, securities, structured finance, investment funds, swaps and derivatives, cross-border transactions, real estate, commercial lending, insurance, admiralty and ship finance, litigation and dispute resolution, technology and intellectual property, executive compensation and employee benefits, taxation, trusts and estates, bankruptcy, reorganizations and restructurings. The Firm has 275 lawyers with five offices located in New York City; Washington, DC; White Plains, New York; Summit, New Jersey; and Mexico City. The Firm has been named top issuers' counsel and ranks in first place for securitizations (Thomson Financial, mid-year 2005 rankings). The Firm also ranks in first place in asset-backed securities for both issuer's and underwriter's counsel (The New York Law Journal).

November 1, 2006 TURNAROUND MANAGEMENT ASSOCIATION Halloween Isn't Over! - Ghosts of turnarounds past who remind you about what you should have done differently Portland, Oregon Contact: http://www.turnaround.org/

November 1-4, 2006 NATIONAL CONFERENCE OF BANKRUPTCY JUDGES National Conference of Bankruptcy Judges San Francisco, California Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged.

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Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report.

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